Statutory Requirements

Minnesota statutes set the naming rules for corporations, limited partnerships, limited liability partnerships, and limited liability companies. Before you commit to a name, confirm it satisfies the requirements for your entity type.

Naming a corporation

The name of your corporation must:

Be in the English language or in any other language expressed in English letters or characters (Minn. Stat. § 302A.115, subd. 1(a)).
Contain the word “corporation,” “incorporated,” or “limited,” or an abbreviation of one or more of these words, or the word “company” or the abbreviation “Co.” if that word or abbreviation is not immediately preceded by “and” or “&” (Minn. Stat. § 302A.115, subd. 1(b)). If you are forming a professional corporation, the name may instead end with one of the designations authorized by the Minnesota Professional Firms Act: “Professional Corporation,” “Professional Service Corporation,” “Service Corporation,” “Professional Association,” “Chartered,” “Limited,” “P.C.,” “P.S.C.,” “S.C.,” “P.A.,” or “Ltd.” (Minn. Stat. § 319B.05, subd. 2(1)).
Not contain a word or phrase that indicates or implies that it is incorporated for a purpose other than a legal business purpose (Minn. Stat. § 302A.115, subd. 1(c)).
Be distinguishable upon the records of the Secretary of State from the name of each domestic and foreign corporation, limited liability company, limited partnership, and limited liability partnership (whether profit or nonprofit) on file, authorized, or registered to do business in Minnesota at the time of filing, and from each reserved name (Minn. Stat. § 302A.115, subd. 1(d)).

If your preferred corporate name is not distinguishable from a name already on record, you are not necessarily out of options. You can still use it by filing one of three things with your articles: the written consent of the conflicting entity or reserved-name holder; a certified copy of a final court decree establishing your prior right to the name in Minnesota; or an affidavit that the conflicting entity has been incorporated or on file in Minnesota for at least three years and is inactive (Minn. Stat. § 302A.115, subd. 1(d)).

Naming a limited partnership

If your limited partnership is not a limited liability limited partnership, its name must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP,” and it may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” (Minn. Stat. § 321.0108(b)).

The rule reverses if your partnership has elected limited liability limited partnership status. In that case the name must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.,” and it must not otherwise contain the abbreviation “L.P.” or “LP” (Minn. Stat. § 321.0108(c)).

Naming a limited liability partnership

Your limited liability partnership’s name must meet the general business-name standard in Minn. Stat. § 302A.115, with a partnership-specific designator in place of the corporate one (Minn. Stat. § 323A.1002). Applying that incorporated standard, the name must:

Be in the English language or in any other language expressed in English letters or characters (Minn. Stat. § 323A.1002, incorporating Minn. Stat. § 302A.115, subd. 1(a)).
Include one of these designators: “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP” (Minn. Stat. § 323A.1002). If you are forming a professional limited liability partnership, the name must instead contain “Professional Limited Liability Partnership,” “Limited Liability Partnership,” “P.L.L.P.,” or “L.L.P.” (Minn. Stat. § 319B.05, subd. 2(3)); a permitted abbreviation may include or omit the periods.
Not contain a word or phrase that indicates or implies that it is organized for a purpose other than a legal business purpose (Minn. Stat. § 323A.1002, incorporating Minn. Stat. § 302A.115, subd. 1(c)).
Be distinguishable upon the records of the Secretary of State from existing and reserved Minnesota entity names (Minn. Stat. § 323A.1002, incorporating Minn. Stat. § 302A.115, subd. 1(d)).

Naming a limited liability company

The name of your limited liability company must:

Contain the words “limited liability company” or the abbreviation “LLC” (Minn. Stat. § 322C.0108, subd. 1(2)). If your company is a professional firm subject to chapter 319B, the name must instead meet the requirements of Minn. Stat. § 319B.05, subd. 2(2), which permit it to end with “Professional Limited Liability Company,” “Limited Liability Company,” “P.L.L.C.,” “P.L.C.,” or “L.L.C.” (periods may be included or omitted). Of these, “P.L.L.C.” is one of the designations the statute expressly permits for a professional limited liability company.
Not contain the word “corporation” or “incorporated,” and not contain the abbreviation of either or both of these words (Minn. Stat. § 322C.0108, subd. 1(3)).
Not contain a word or phrase that indicates or implies that it is organized for a purpose other than a permitted purpose (Minn. Stat. § 322C.0108, subd. 1(4)).
Be distinguishable upon the records of the Secretary of State from the name of each domestic and foreign limited liability company, corporation, limited partnership, and limited liability partnership on file, authorized, or registered to do business in Minnesota at the time of filing, and from each reserved name (Minn. Stat. § 322C.0108, subd. 1(5)).

As with a corporate name, if your preferred LLC name is not distinguishable from one already on record, you can still use it by filing with your articles of organization the conflicting holder’s written consent, a certified court decree of your prior right, or the statutory inactivity affidavit (Minn. Stat. § 322C.0108, subd. 1(5)).

A note on the governing law: you form a Minnesota LLC by filing articles of organization with the Secretary of State under the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. § 322C.0201), and the LLC’s name must satisfy Minn. Stat. § 322C.0108. The former Minnesota Limited Liability Company Act, chapter 322B, has been repealed; chapter 322C has governed every Minnesota LLC since January 1, 2018 (Minn. Stat. § 322C.1204, subd. 2). If you are working from older guidance that cites chapter 322B for LLC formation or naming, it is no longer good law.

Determining the Availability of a Name

The Secretary of State will not accept your articles of incorporation if the proposed corporate name is not distinguishable from a Minnesota or foreign corporation, limited liability company, limited partnership, or limited liability partnership, or a reserved name, already on record (Minn. Stat. § 302A.115, subd. 1(d)).

You can run a preliminary availability check before you file by searching the Secretary of State’s online business records. The Secretary of State itself makes the binding determination of whether a name is distinguishable, and therefore available, when your articles are submitted for filing (Minn. Stat. § 302A.115, subd. 3).

To check a name, use the free Business Entity Search at the Secretary of State’s website, www.sos.mn.gov, or call the office at (651) 296-2803 (metro area) or 1-877-551-6767 (Greater Minnesota); phone hours are 9 a.m. to 4 p.m., Monday through Friday. A preliminary search does not guarantee the name will still be available when you file. If you want to hold a name while you prepare to form your entity, you can file a name reservation, discussed below.

Warning

Registering a corporate, limited liability partnership, or limited liability company name does not by itself give you the right to use that name without penalty. Someone may already hold a prior federal trademark or common law right in the name without ever having filed with the Minnesota Secretary of State. Minnesota’s business-name statutes expressly preserve the law of unfair competition, federal trademark and service-mark rights, and rights under the common law and principles of equity (Minn. Stat. § 302A.115, subd. 4). The same is true for limited liability companies (Minn. Stat. § 322C.0108, subd. 3). A prior user can go to court to stop you from using the name even though it was available for registration with the Secretary of State.

Because registration with the Secretary of State does not by itself secure exclusive rights in a name, protecting the name as a trademark is a separate step handled outside the Secretary of State’s office (Minn. Stat. § 302A.115, subd. 4). And if you file an assumed-name (trade name) certificate with the Secretary of State (Minn. Stat. § 333.01), that filing carries a further step: after filing, you must publish the certificate in a qualified newspaper in the county of your principal or registered office for two successive issues.

Reserving a Name

If you are not ready to form your entity but want to hold your chosen name, you can reserve it with the Secretary of State. A corporate name reservation is effective for 12 months and may be renewed for successive 12-month periods, with no statutory limit on renewals (Minn. Stat. § 302A.117, subd. 2). A limited liability company name reservation works differently: it is reserved for your exclusive use for a one-year period, and the LLC statute contains no renewal mechanism (Minn. Stat. § 322C.0109, subd. 1). A corporate name reservation is made by filing a request with the Secretary of State (Minn. Stat. § 302A.117, subd. 2).

A reserved name is not necessarily locked to you as the original applicant. The owner of a reserved LLC name may transfer the reservation to another person by filing a signed notice of transfer with the Secretary of State stating the transferee’s name and address (Minn. Stat. § 322C.0109, subd. 2).

Who may reserve a corporate name

The exclusive right to a corporate name may be reserved by:

A person doing business in this state under that name;
A person intending to incorporate under chapter 302A;
A domestic corporation intending to change its name;
A foreign corporation intending to apply for a certificate of authority to transact business in Minnesota;
A foreign corporation authorized to transact business in Minnesota and intending to change its name;
A person intending to incorporate a foreign corporation and to have it apply for a certificate of authority to transact business in Minnesota; or
A foreign corporation doing business under that name, or a name not distinguishable from it, in one or more states other than Minnesota and not described above.

(Minn. Stat. § 302A.117, subd. 1.) To reserve a limited liability company name, a person files an application with the Secretary of State (Minn. Stat. § 322C.0109, subd. 1). Because chapter 322B has been repealed, you can no longer form an LLC, or reserve an LLC name, under that chapter.

This post is part of a series of posts on how to choose a business entity type.

Naming a Corporation, Limited Partnership, Limited Liability Partnership or Limited Liability Company

Statutory Requirements