• A foreign corporation or foreign Limited Liability Company doing business under that name or a name deceptively similar to that name in one or more states other than Minnesota and not described above.
DETERMINING WHETHER A NAME IS DISTINGUISHABLE
General Rule In general, any name which contains a different word from existing names on file with the Secretary of State is distinguishable and the name is acceptable for filing as an assumed name or as the name of a corporation or limited liability partnership or Limited Liability Company. Exceptions to this general rule are stated in the following section. Exceptions Names which are identical except for the following are not distinguishable and will not be accepted for filing: • Entity designations regardless of where they appear in the name. These include Incorporated, Corporation, Company, Limited, Limited Liability Company, Limited Liability Limited Partnership, Professional Limited Liability Company, Limited Liability Partnership, Professional Limited Liability Partnership, Professional Association, Limited Partnership and their abbreviations, and Chartered. • The inclusion or omission of articles of speech, conjunctions, contractions, prepositions or punctuation. An article of speech is any one of the words “a,” “an,” or “the.” A conjunction is a word or symbol that joins clauses, phrases or words together. Examples include “and,” “or,” “as,” “because,” “but,” “+,” “–,” “&.” A contraction is the shortened form of a word such as assn. for association and dept. for department. A preposition is a word which expresses the relationship between a noun and another word. Examples are “at,” “by,” “in,” “up,” “of,” “to.” • The abbreviation versus the spelling out of a word or different tenses of the same word. An abbreviation is the shortened form of a word or a recognized shortening of a word to an unrelated combination of letters, e.g., “Mister” to “Mr.,” “pound” to “lb.,” “Brothers” to “Bros.” • The spacing of words, the combination of commonly used two-word terms or the splitting of words usually found in compound form. • An obvious misspelling or alternative spelling or homonym. • The use of the word or numerals (including Roman) for the same number, e.g., “two,” “2,” or “II.” Options for Dealing with Names Which are Not Distinguishable A business that wishes to use a name that is not distinguishable from a name that is already on file with the Secretary of State has several options. These include changing the name, obtaining and filing consent to use the name, filing a court order, and filing a statement of dormant business. A fee is charged for each filing.
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