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 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. 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 the Name Reservation form, 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 Minn. Stat. Chapter 302A or form a Limited Liability Company under Minn. Stat. Chapter 322C; • 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 tending to have that entity apply for a certificate of authority to transact business in Minnesota; or
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