What is a Minnesota "Assumed Name?"
If an individual, corporation, limited partnership or limited liability company (LLC) doing business in the State of Minnesota operates under a different name, it must register its “assumed name” with the Minnesota Secretary of State. For example:
- A sole proprietorship operated by James Thompson might register “Thompson Landscaping” to describe his landscaping business.
- A corporation having the legal name of Minnesota Fairway Holdings, Inc. might register the assumed name “Green Pines Golf Course” to describe the golf course it owns and operates.
- Corporations and LLCs often file multiple assumed names to promote a distinct product or service through unique branding.
The purpose of the assumed name filing is to put third parties on legal notice of who they are really dealing with and also allow them to look up the business’ official corporate address and registered agent (if any) to deliver legal papers.
In some states, an "assumed name" is called a “doing business as,” "DBA," "d/b/a," "fictitious name," or "trade name." These terms all basically mean the same thing.
What Will Happen if the Minnesota Assumed Name is Not Registered?
Failing to register your assumed name could be very dangerous. If your business is a corporation, limited partnership, or LLC, one of the major advantages of its corporate status is the shield of “limited liability” protection that it offers the owners of the business (or limited partners in the case of a limited partnership). Under Minnesota law, corporations and LLCs must include as part of their name an official designation to show their status as a corporation or LLC, such as:
- ____________ Corporation
- ____________, Inc.
- ____________, Incorporated
- ____________, LLC
- ____________, Limited
- ____________, Limited Partnership
By using this language, third parties will be put on notice that they are dealing with a legal entity (corporation, LLC, or limited partnership) with limited liability rather than an individual or general partnership (who assume personal liability for business obligations).
If you fail to register your “assumed name” and begin to use a different name (such as “Bluff Point Golf Course” in the example above), it is highly likely that you are doing so for marketing purposes. There is a good chance that you have not thought to indicate your status as a corporation or LLC. If so, the owners and high level officers of the corporation might be accepting an unnecessary risk of personal liability for all contracts and agreements they sign under the unregistered assumed name. Third parties will not be placed on fair notice that they are dealing with a legal entity with limited liability; accordingly, there is a risk that the individuals who enter into the contracts might be deemed to have personal liability under them.
For the same reason, even if the only difference between your officially registered corporate name and the business name you are using is that you have dropped the "Inc.," "Incorporated," or "LLC" from the name you use on a daily basis, you must register an assumed name that drops the "Inc." designator.
Minnesota Assumed Name vs. Trademark Rights
Even if the Minnesota Secretary of State accepts your assumed name for filing, it is still possible that a third party has acquired prior trademark rights to the name. Trademark rights can be acquired through registration or through simply using the mark if the mark has become distinctive in the marketplace for identifying the unique source of the goods or services being sold. Thus, it is possible that your assumed name may infringe the trademark rights of a party whose unregistered mark is not registered with the Minnesota Secretary of State, the U.S. Patent & Trademark Office, or the Secretary of State for another state. You should research your desired assumed name carefully before registering it. If you are concerned about this, you can retain a trademark attorney to conduct a search for the name.
How Can I Register My Minnesota Assumed Name?
You can register your assumed name with the Minnesota Secretary of State (SOS) fairly easily by following the tips contained in this website. After you receive a certificate of the assumed name, you must also publish it for a period of time.
How Can an Attorney Help Register My Minnesota Assumed Name?
If you are not comfortable completing the assumed name registration yourself, or you don't have the time, a competent Minnesota corporate law attorney can help you register your assumed name and publish it as required by Minnesota law.
The sponsor of this website, Trepanier MacGillis Battina P.A. law firm in Minneapolis, Minnesota, offers an Initial Minnesota Assumed Name Legal Consultation that will explain the registration process. Alternatively, you can register your assumed name through the firm at this link.
How Else Can an Attorney Help My Minnesota Business?
Regardless of whether you plan to register your assumed name on your own, our law firm is interested in learning more about your new business.
In addition to registering Minnesota assumed names, Trepanier MacGillis Battina P.A. offers a full range of corporate law, business law, commercial litigation, and employment law services to emerging and established Minnesota businesses. If you are applying for an assumed name, most likely you are also negotiating your partnership agreement, starting business operations, hiring employees, drafting your standard contracts, and entering into agreements with suppliers, vendors, consultants, landlords, banks, and customers.
This is a critical time for your business. While talking to an attorney may not be the first thing on your mind, good legal planning now can often reduce headaches later. Learn more about our business legal services by clicking here.
We look forward to hearing from you.
Craig W. Trepanier, Esq.
Trepanier MacGillis Battina P.A.
8000 Flour Exchange Building
310 Fourth Avenue South
Minneapolis, MN 55415
© 2009 – 2013 Trepanier MacGillis Battina P.A.
The Minnesota corporate law firm of Trepanier MacGillis Battina P.A. in Minneapolis, Minnesota represents entrepreneurs, business owners, and individuals who wish to register a Minnesota assumed name, "Doing Business As," DBA, d/b/a, Minnesota fictitious name, Minnesota trade name, or incorporate in Minnesota, start Minnesota corporation, register a Minnesota limited liability company, register Minnesota LLC, file Minnesota LLC, incorporate Minnesota S-Corporation, incorporate Minnesota Subchapter S Corporation, or start a Minnesota business in the Twin Cities and in Minnesota, Minneapolis, St. Paul, St. Cloud, Rochester, Duluth, Albert Lea, Apple Valley, Brainerd, Eagan, Eden Prairie, Edina, Elk River, Mankato, Maple Grove, Minnetonka, Moorhead, Richfield, Stillwater, Twin Cities, and other cities within the State of Minnesota (MN) (Minn.).