Upon the dissolution or termination of a business entity for failure to file an annual renewal, the Secretary of State automatically files a name reservation to hold the name of the dissolved or terminated entity for a period of one year from the date of dissolution or termination. This is to prevent a party from “name squatting” on the name of a business that has forgotten to file its yearly renewal and then demanding payment from the business to get the name back. Filing Procedure Assumed names can be filed with the Secretary of State online. Alternatively, a simple, one-page Certificate of Assumed Name form can be downloaded. Also available by mail from that office. The business owner completes and signs the form and files it with the Secretary of State, along with a filing fee. The Secretary of State then processes the form. After the Secretary of State notifies the business owner that the filing is accepted, the business owner must have the certificate published for two consecutive issues in a newspaper qualified to print legal notices (sometimes called a “legal newspaper”) in the county where the registered office or principal place of business is located. A qualified newspaper is one which meets the statutory standards established by Minn. Stat. Chapter 331A. The cost of publishing this notice is set by the newspaper and paid for by the person or entity making the assumed name filing. The Secretary of State maintains a list of “legal newspapers.” Failure to publish the notice renders the assumed name filing invalid. A business that fails to file its assumed name as required by law will be assessed $250 in costs at the time of any subsequent lawsuit by or against the business. Duration of Filing Period; Filing Amendments A certificate of assumed name is valid as long as an annual renewal is filed, unless there are changes in the information provided on the certificate. The Secretary of State mails the business a renewal form six months prior to expiration of the certificate. For this reason, it is important to file an amendment to the assumed name certificate each time the address information on the certificate becomes outdated. If other information provided on the certificate of assumed name changes, the business must also file an amendment with the Secretary of State. Any amendments must be filed within sixty days after the change takes place. See the Secretary of State Fee Schedule later in this Guide for filing fees.
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