In Minnesota, any individual or partnership which conducts or transacts business under a name that is different from the full, true name of each business owner must register this name with the Secretary of State. Likewise, a corporation, limited partnership or limited liability company that conducts business under a name other than the exact legal name of the entity, must register this name. A business completes this process by filing for and annually renewing a certificate of assumed name. This certificate is filed not to protect the assumed name from infringement, but to provide information for consumers on the identity of the business owner.
The process of filing for a certificate of assumed name is two-fold. First, a form must be filed either online or by mail along with a filing fee to the Secretary of State. After the filing is accepted, the business owner must have the certificate published in two consecutive issues of a “legal newspaper” in the county where the registered office or place of business is located. A legal newspaper is one which meets the qualifications under Minnesota Statute 331A for printing legal notices. The Minnesota Secretary of State maintains a list of legal newspapers. Without this second step, the filing is not valid.
There is no procedure for reserving an assumed name, but businesses may reserve a corporate name with the Secretary of State if they plan on incorporating at a later date. There are some basic restrictions on assumed names. An assumed name will not be accepted if it is deemed indistinguishable from the assumed name of another business or a trademark which is on file with the Secretary of State. Assumed names are also not allowed to include a geographic reference to a place or community if the business is not located in that community, nor are they allowed to contain a reference to a designation of a different form of business. It is possible to amend a certificate of assumed name, but it should be done within 60 days of the change.
If a business wishes to use a name which the Secretary of State deems indistinguishable from a business name that is already on file, there are some options which may allow the business to use the name without having to change or modify it into something else. The simplest of these options would be to obtain written consent to use the name from the entity that already holds it, which would then be filed with the Secretary of State. If a business can demonstrate a prior right to use the name, it can file a court order establishing that right. If it is possible to demonstrate that the business already using a name is not in operation, a business seeking to use the name may file a statement of dormant business.
The process of registering an assumed name bears many similarities to the registration of a trademark, but it must be remembered that they are entirely different concepts with entirely different purposes.