Naming the Business Entity

Naming Rights ... And Wrongs

Shakespeare posed the famous question: “What’s in a name?” Well, when it comes to business, there’s more than you might think.

Depending on the type of business organization you choose, there are rules to follow and official documents to be filed.

Got the perfect name in mind? Good for you. But don’t assume you’re good to go just yet.

About Assumed Names

Any person or partnership that conducts or transacts business in Minnesota under a name that is different than the full, true name of each owner or partner must register the name of the business by filing a certificate of assumed name with the Secretary of State.

It’s also required of corporations, limited partnerships, limited liability partnerships or limited liability companies that do business under a name that is different from their exact legal names.

So, if partners John Grimey and Jerry Grungy do business as Grimey and Grungy Janitorial Service, they must file a certificate of assumed name. Filing is not required if they do business as John Grimey and Jerry Grungy Janitorial Service.

Likewise, if the corporation Able Building Company does business as ABC Construction, it must register the assumed name. There’s no requirement to file if it does business under the name Able Building Company, since that is the company’s exact legal name.

There are some other important restrictions:

  • Assumed names may only include designations like “Inc.,” or “LLC” if that is in fact its actual legal structure. For instance, if Larry Smith is a sole proprietor, his company’s assumed name may not be Smith Realty, Inc., since it is not actually a corporation.
  • Assumed names may not include geographic references to a place or community if the business is not located there.
  • Financial institutions wishing to use an assumed name must first receive approval from the Minnesota Department of Commerce.

Why is Filing Required?

A certificate of assumed name provides consumers with important information about the identities of business owners. You should note that registration does not protect the name against other people using it. You’ll have to take separate legal measures to ensure no one else does that. (And registering a website domain name or federal trademark is an entirely different process from making any filing with the secretary of state.)

Is Your Assumed Name Available?

Your assumed name won’t be accepted if it is the same as – or can’t be distinguished from – the name of a corporation, limited liability company, limited partnership, limited liability partnerships or state trademark that is already on file with the Secretary of State.

In most cases, if the assumed name you choose contains a different word from other assumed names already on file, it would be considered distinguishable and acceptable. But there are several important exceptions, including articles of speech, conjunctions, contractions, punctuation, abbreviations, corporate endings, and word spacing, among others.

It’s best to make a quick phone call to the Secretary of State’s office (651-296-2803) or visit the website to see if the assumed name you’d like is actually available. They’ll do a quick check, but won’t guarantee the name will be available by the time you file, since you cannot reserve an assumed name. You can also verify the availability yourself using the Secretary of State’s online system.

Sole proprietorships and partnerships that intend to incorporate at a later date may reserve a corporate name by filing the appropriate forms with the Secretary of State. If you plan to incorporate later, you’ll want to make sure that your planned name isn’t already taken.

Filing Your Assumed Name

Download the certificate of assumed name form online or request one by mail. It’s a simple, one-page document. Complete and submit the form along with the filing fee. Or file online . After the Secretary of State notifies you that the filing has been accepted, you must have the certificate published for two consecutive issues in a newspaper qualified to print legal notices in the county where the registered office or principal place of business is located.

The certificate of assumed name is valid as long as you file an annual renewal, which you can do online. If other information on the certificate changes, you must file an amendment with the Secretary of State within 60 days.

Now, let the names begin.

Learn More

Consultants at our Small Business Assistance Office can help you understand more about naming and registering your business. And our network of Small Business Development Centers has experts located in nine main regional offices and several satellite centers statewide.

For a comprehensive look at how to name your business, see our Guide to Starting a Business in Minnesota . Available for download in PDF, formatted for e-readers, or available in print (all free of charge), the book covers the major issues, questions and concerns about business startups.

Nothing we cover here should be taken as business or legal advice. It’s not. And it’s no substitute for the professional guidance of a lawyer or accountant.