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

Statutory Requirements

Name requirements for corporations, limited liability partnerships and limited liability companies are established by statute.

The name of a corporation must:

  • Be in the English language or any other language expressed in English characters;
  • Contain the words “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 preceded by “and” or “&” or in the case of a professional corporation, the words “professional association,” or “chartered,” or the abbreviation “P.A.”;
  • Not contain a word or phrase indicating that the corporation conducts a business that is not a legal business purpose; and
  • Be distinguishable from the name of each domestic or foreign corporation, limited liability company, limited partnership, limited liability partnership or any reserved name, assumed name, trademark or service mark on file with the Secretary of State at the time of the filing.

The name of a limited partnership that is not a limited liability partnership must:

  • Contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”

The name of a limited liability partnership must:

  • Be in the English language or any other language expressed in English characters;
  • Contain the words “limited liability partnership” or the abbreviation “L.L.P.” or in the case of a professional limited liability partnership the choices already stated or the words “professional limited liability partnership” or the abbreviation “P.L.L.P.”;
  • Not contain a word or phrase indicating that the limited liability partnership conducts a business that does not constitute a legal business purpose;
  • Be distinguishable from the name of each domestic or foreign corporation, limited liability company, limited partnership, limited liability partnership or any reserved name, assumed name, trademark or service mark on file with the Secretary of State at the time of the filing; and
  • If the limited liability partnership is also a limited partnership, contain the phrase “limited liability limited partnership or the abbreviation “LLLP,” or “L.L.L.P.,” and must not otherwise contain the abbreviation “LP” or “L.P.”

The name of a limited liability company must:

  • Contain the words “limited liability company” or the abbreviation “LLC”, or in the case of a professional limited liability company the words “professional limited liability company” or the abbreviation “PLC”;
  • Not contain the words “corporation” or “incorporated” or the abbreviations of either or both words;
  • Not contain a word or phrase that indicates or implies that the limited liability company is organized for a purpose other than a legal business purpose; and
  • Be distinguishable from the name of each domestic or foreign limited liability company, corporation, limited partnership, limited liability partnership or any reserved name, assumed name, trademark or service mark on file with the Secretary of State.

Determining the Availability of a Corporate Name or Limited Liability Company Name

The Secretary of State’s office will not accept for filing articles of incorporation for a corporation, articles of registration for a limited liability partnership or articles of organization for a limited liability company if the name of the corporation, limited liability partnership or limited liability company is the same as, or not distinguishable from, the name of a Minnesota or foreign corporation, limited liability company, limited partnership, limited liability partnership or reserved name or trademark. (See the post titled “Determining Whether A Name is Distinguishable”)

The Secretary of State’s office will perform a preliminary check to determine the availability of a corporation, limited liability partnership or limited liability company name before the articles of incorporation, registration or organization are filed. Business owners may call the Secretary of State’s office, or access that office’s website, www.sos.state.mn.us, prior to filing to determine whether the name is available. The telephone number to call is (651) 296-2803. The Secretary of State’s office does not guarantee that the name will be available at the time of filing, however incorporators or organizers who wish to place a hold on a name before proceeding with formation of a corporation or limited liability company may file a name reservation with the Secretary of State’s office. (See the section of this chapter below on “Reserving a Corporate Name or Limited Liability Company Name.”)

Warning

As is the case with filing a certificate of assumed name, the registration of a corporate name or limited liability partnership or limited liability company name does not necessarily mean that the name can be used without penalty. There may be existing users of that name who have perfected a prior federal trademark or common law right to the name without filing with the Minnesota Secretary of State. Note also that registering an Internet domain name is a process completely separate from making a filing with the Minnesota Secretary of State. These users may be able to use the courts to prevent the incorporators, organizers, or business entity from actually using the name even though it may be available for registration with the Secretary of State.

Reserving a Corporate Name or Limited Liability Company Name

A corporate name or limited liability company name may be reserved by an individual or entity in one of the eligible categories listed below. The reservation is made on a form available from the Secretary of State, and is effective for 12 months. The reservation may be renewed for an unlimited number of 12-month periods. The fee for reserving the name appears in the Secretary of State fee schedule later in this Guide.

Eligible categories are:

  • A person doing business in this state under the desired name (the term “person” includes a corporation or unincorporated association);
  • A person intending to incorporate under Minnesota Statutes Chapter 302A or form a limited liability company under Minnesota Statutes Chapter 322B;
  • A domestic corporation or domestic limited liability company intending to change its name;
  • A foreign corporation or foreign limited liability company intending to apply for a certificate of authority to transact business in Minnesota;
  • A foreign corporation or foreign limited liability company authorized to transact business in Minnesota and intending to change its name;
  • A person intending to incorporate a foreign corporation or foreign limited liability company and intending to have that entity apply for a certificate of authority to transact business in Minnesota; or
  • A foreign corporation or foreign limited liability company doing business under that name or a name deceptively similar to that name in one or more states other than Minnesota and not described above.

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