Naming Your Business
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 Office of the Minnesota 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.
For example, 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.
Review the Secretary of State Naming Your Business information at http://www.sos.state.mn.us/business-liens/start-a-business/naming-your-business/.
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?
First, view online the Secretary of State Name Availability Guidelines at http://www.sos.state.mn.us/business-liens/business-help/name-availability-guidelines/. Note that when filing an Assumed Name, the Secretary of State does NOT check against other Assumed Names on record as the law allows for the same or similar Assumed Business Name to be filed.
Second, view the visit the How To Check Business Name Availability information at http://www.sos.state.mn.us/business-liens/start-a-business/how-to-check-business-name-availability/ to see if the assumed name you’d like is available/in use. You cannot reserve an assumed name.
You may also call the Secretary of State’s office (651-296-2803).
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, go to Create Online Account at https://mblsportal.sos.state.mn.us/Account/Register. 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.
Consultants at our Small Business Assistance Office can help you understand more about naming your business. And our network of Small Business Development Centers has experts located in nine main regional offices and several satellite centers statewide.
Our Guide to Starting a Business in Minnesota provides a detailed look at this and other important issues.