or amendments or cancellations of those statements. (Note that such a partnership is not “assuming” a business name by making these filings; instead, the reason for making the certificate of assumed name filing is that the Secretary of State requires it to be filed before any such statements may be filed.) For example, if John Smith, a sole proprietor, does business under “Smith’s Realty,” he must file a certificate of assumed name. Filing is not required, however, if John Smith, a sole proprietor, does business as “John Smith Realty.” Likewise, if Able Building Company, a corporation, does business as “ABC Construction,” it must register the assumed name “ABC Construction.” If, however, Able Building Company does business under the name Able Building Company, it is not required to file a certificate of assumed name. Restrictions on Assumed Names An assumed name may include a designation required to be in the name of a business entity only if the business owner using the assumed name is that type of entity. For example, ABC Incorporated, a corporation, may file the assumed name XYZ Limited, because Limited is a corporate designation and the business owner is a corporation. If, however, John Smith is an individual in the realty business, the assumed name cannot be registered as “Smith Realty, Inc.” Also, assumed names may not include in their names a geographic reference to a place or community if the business is not located in that community. Finally, financial institutions wishing to use an assumed name must first receive approval from the commissioner of the Minnesota Department of Commerce. Reason for Filing The reason for filing a certificate of assumed name is to provide information to the consumer on the identity of the business owner. Registration of the assumed name does not protect the name against use by other persons. It is up to the individual to decide whether to take legal action to prevent use of the name. An attorney can provide advice on the likelihood of success and potential costs of such a lawsuit. Note also that registering a domain name or Federal trademark is a process completely separate from making any filing with the Secretary of State. Determining Whether an Assumed Name is Available An assumed name will not be accepted for filing if it is the same as, or is not distinguishable from, the name of a corporation, Limited Liability Company, limited partnership, limited liability partnership or state trademark on file with the Secretary of State. (See the section titled “Determining Whether A Name is Distinguishable” later in this chapter.) Business owners may call the general information line of the Secretary of State 651-296-2803, or access the Secretary of State website, prior to registration to determine whether a name is available. The Secretary of State will perform a preliminary check but does not guarantee that the name will be available at the time of filing. There is no procedure for reserving an assumed name. A sole proprietorship or partnership that intends to incorporate at a later date may, however, reserve the corporate name by filing a reservation of corporate name with the Secretary of State. This procedure is described in the section of this Guide on forming a corporation.
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