The name of a Limited Liability Company must: • Be in the English language or any other language expressed in English characters; • Contain the words “Limited Liability Company” or the abbreviation “LLC” (in the case of a professional Limited Liability Company the words “professional Limited Liability Company” or the abbreviations “PLC” or “PLLC” also may be used); • 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 permitted 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 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 section titled “Determining Whether A Name is Distinguishable” later in this chapter.) The Secretary of State 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, or access the Secretary of State website at How To Check Business Name Availability, prior to filing to determine whether the name is available. The telephone number is 651-296- 2803. The Secretary of State 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. (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 Secretary of State. Note also that registering an Internet domain name is a process completely separate from making a filing with the 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.
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