In order to form a business entity of any kind – for-profit, nonprofit, LLC, S-Corp, C-Corp, Cooperative, benefit corporation or Partnership, you must have a name. No name; no entity. The laws for naming a business are fairly straight forward and these rules apply across entity type.
Minnesota Statutes Section 302A.115 states that the corporate name:
(i) Must be expressed in the English language or in any other language that can be expressed in English letters or characters.
(ii) Must contain the word “corporation,” “incorporation,” or “limited,” or shall contain 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 the word “and” or the characters “&.”
(iii) May not contain a word or phrase that indicates or implies that the business is incorporated for a purpose other than a legal business purpose.
(iv) Must be distinguishable upon the records of the office of the secretary of state from any other name of any domestic corporation, limited partnership, limited liability partnership, and limited liability company, whether for profit or non-profit, and the limited liability company on file, and each foreign corporation, limited partnership, limited liability partnership, a limited liability company on file, authorized or registered to do business in the State of Minnesota at the time of the filing of the articles of incorporation, whether that entity is for profit or for non-profit, and each name the right to which is at the time of incorporation reserved or preserved for another entity.
The first three requirements for a corporate name are generally self-explanatory. If a business wants to operate without the required corporate designation, the business should file for a reserved name or assumed name. For professional firms governed by the MPFA, the name must end with either “Professional Corporation,” “Professional Service Corporation,” “Service Corporation,” “Professional Association,” “Chartered,” “Limited,” or an abbreviation thereof. See MINN. STAT. § 319B.05, SUBD. 2.
As indicated above, the name of the corporation needs to be distinguishable on the records of the office of the secretary of state. The Minnesota Secretary of State will not accept for filing names that are already in use. On the Minnesota Secretary of State’s website at www.sos.state.mn.us it is possible to search to determine the availability of a business name. It is always important to determine that the name is available before filing the articles of incorporation because if the name is not available the secretary of state will reject the articles of incorporation filing. In order to create an entity that uses an existing word or name, the person attempting to use that word or name must receive consent from the person that already has that name.
