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Are you ready to make your mark in Minnesota’s vibrant business landscape? Register a business name in Minnesota is the first important step towards establishing your brand identity and operating legally. Whether you opt for an LLC, corporation, or trade name, we’re here to guide you through the entire registration process. Looking for expert assistance? Consider teaming up with ZenBusiness to streamline your registration journey and focus on growing your business. Let’s embark on this exciting entrepreneurial endeavor in the Land of 10,000 Lakes!
4 Steps to Register Your Business Name in Minnesota
Establishing your business name in Minnesota is a vital step toward building your entrepreneurial presence in the state. To assist you with this process, here are four simple steps to officially register your business name in Minnesota:
Step 1: Choose Your Business Structure in Minnesota
Choosing the right business structure is a crucial step when starting your venture in Minnesota, as it will impact various aspects of your business, including liability, taxes, and management. Let’s explore the different business structures available in Minnesota and their operational mechanisms.
The simplest business structure in Minnesota is the sole proprietorship, where the owner and the business are considered a single legal entity. This means that the owner is personally responsible for all business debts and liabilities. Setting up a sole proprietorship is straightforward and involves minimal legal and administrative requirements. Although registering a sole proprietorship with the state isn’t mandatory, you might need to obtain local permits or licenses.
A general partnership is a business owned jointly by two or more individuals who share in both profits and losses. Each partner is personally liable for the business’s debts and legal obligations. While you do not need to register a general partnership with the state in Minnesota, you might have to file a “Minnesota Assumed Name Certificate” (DBA) in the county where your business operates.
Limited Partnership (LP)
In a limited partnership, there are one or more general partners who have unlimited personal liability and manage the business, along with one or more limited partners who contribute capital but have limited liability. To establish a limited partnership in Minnesota, you must file a “Certificate of Limited Partnership” with the Minnesota Secretary of State.
Limited Liability Company (LLC)
An LLC offers a flexible business structure, combining the liability protection of a corporation with the tax benefits and simplicity of a partnership. To form an LLC in Minnesota, you need to file “Articles of Organization Limited Liability Company” with the Minnesota Secretary of State and create an Operating Agreement outlining the company’s management and ownership structure.
A corporation is a distinct legal entity from its owners (shareholders), providing limited liability protection. Minnesota recognizes two types of corporations: C-corporations and S-corporations.
To establish a corporation in Minnesota, you must file either “Articles of Incorporation For-Profit Corporation” or “Articles of Incorporation Nonprofit Corporation” with the Minnesota Secretary of State, depending on your business type. Corporations involve additional formalities, such as creating bylaws, issuing stock, and conducting regular board and shareholder meetings.
When deciding on a business structure in Minnesota, consider factors such as liability protection, taxation, and management requirements. If you need guidance in making this decision, it’s advisable to seek assistance from a legal or business professional.
By carefully selecting the right business structure, you can set a solid foundation for your enterprise in Minnesota and ensure its growth and success in the long run.
Step 2: Select a Unique Business Name in Minnesota
When it comes to naming your business in Minnesota, you have several options to consider. Depending on your unique needs and circumstances, you can register a legal entity name, obtain a trademark, or register a legal name while operating under a different one. However, it’s essential to understand that naming rules and regulations can vary from state to state, so it’s crucial to familiarize yourself with the specific requirements in Minnesota.
Selecting the right naming approach will depend on what best suits your business, and you have the flexibility to pursue all three options to ensure exclusivity, or you can choose to use just one. While it’s not obligatory, it’s recommended to maintain consistency and use the same name across all registration methods.
Now, let’s delve into the details of each naming option available in Minnesota:
Legal Entity Name
In Minnesota, businesses must register a legal entity name, which serves as the official identification of the company by the state. This name must be unique, ensuring that your business is protected from potential conflicts with other entities using the same name.
Minnesota’s naming laws also dictate the use of appropriate company suffixes (e.g., LLC, LP, or Corp) to reflect the type of business being registered. To check for name availability, you can utilize the Minnesota Secretary of State’s database and ensure that your chosen name isn’t already in use.
A trademark provides intellectual property protection for your business name or logo at a national level. To safeguard your name or logo, it’s crucial to conduct a thorough search in the USPTO database to ensure that no one else has already registered a similar trademark.
By registering a trademark, you gain exclusivity and prevent others from using a similar name or logo for similar goods or services, granting you nationwide protection. However, it’s essential to note that obtaining a trademark does not automatically grant the right to use the name or logo in all circumstances.
Doing Business As (DBA)
In Minnesota, you have the option to register your business under an official name while operating under a different name, known as a Doing Business As (DBA) name. To establish a DBA, you need to file an Assumed Name Certificate with the county recorder’s office where your business is located. While these names are subject to federal trademark laws, there is no requirement for a DBA to be unique at the state level.
By understanding and carefully considering these naming options, you can successfully register your business name in Minnesota and protect your brand identity. Choosing a distinctive and legally compliant name is a critical step in building a strong foundation for your business.
Step 3: Check Business Name Availability in Minnesota
Before officially registering your business, it’s essential to check if the name you want to use is available. To conduct a thorough business name availability search in Minnesota, follow these three steps:
Start by conducting a federal trademark search to ensure that your preferred business name isn’t already trademarked. Federal trademarks take precedence over state-level registrations, so it’s crucial to verify this first. You can perform the search on the U.S. Patent and Trademark Office (USPTO) website using the TESS Search tool. If your desired name is already trademarked, you will need to come up with an alternative name.
Minnesota Business Name Search
Once you have confirmed that your business name isn’t trademarked, proceed to check its availability within the state of Minnesota. To do this, utilize the Minnesota Search Business Filings tool, which will show you all the registered business names in the state. During your search, make sure not only that your exact business name is available but also that there are no significantly similar names being used by other businesses.
Website Domain Search
After ensuring that your business name is available and not trademarked in Minnesota, take the extra step of checking the availability of the .com version of your business name. While not every business might require a website, it’s still advisable to secure the .com domain for your name. This will help you establish a consistent online presence if you plan to build a website in the future.
By registering the .com version of your business name with ZenBusiness, you ensure exclusive use and protection of your website name. ZenBusiness offers affordable domain registration, making it a cost-effective way to safeguard your business identity from potential misuse by others.
Step 4: Form Your Business With the State of Minnesota
After finalizing your business structure and name, the next crucial step is to officially register your business with the State of Minnesota. This process ensures that your business becomes a recognized entity in the state.
- Registering a Minnesota LLC:
To establish your Minnesota Limited Liability Company (LLC), you need to submit the “Articles of Organization” to the Minnesota Secretary of State. You can complete this filing either online or by mail.
- Registering a Minnesota Corporation:
To create a Minnesota corporation, you’ll need to file the “Articles of Incorporation” with the Minnesota Secretary of State.
You May Also Want to Know
Protect Your Business Name With a Trademark
Once you’ve confirmed the availability of your business name and secured it, you have the option to apply for a trademark to protect your brand. While this process may be costly, typically ranging from $225 to $400, and may involve attorney fees, it offers nationwide protection supported by federal law. This means you’ll have legal grounds if others attempt to use a similar name for their business. For small businesses planning to operate only locally, obtaining a trademark might not be necessary.
How to File a Minnesota Fictitious Name – DBA?
To file a Minnesota Fictitious Name, also known as a Doing Business As (DBA) name, follow these steps:
- Choose a Name: Select a unique and distinguishable name that’s not already in use by another business in Minnesota.
- Search Availability: Verify if your chosen name is available by conducting a name search on the Minnesota Secretary of State’s website or through other available resources.
- Complete the Form: Obtain the appropriate “Assumed Name Certificate” form from the Minnesota Secretary of State’s website or their office.
- Fill Out the Form: Provide the required information, including your chosen fictitious name, your legal business name, business address, and other relevant details.
- Notarize the Form: The Assumed Name Certificate requires notarization. Sign the form in the presence of a notary public.
- Submit the Form: File the completed and notarized Assumed Name Certificate with the Minnesota Secretary of State’s office. You can do this in person, by mail, or online, depending on the available options.
- Pay the Fee: Pay the required filing fee, which may vary based on the filing method and the county in which you’re filing.
- Publish the Name: After filing, some counties may require you to publish a notice of your fictitious name in a local newspaper. Check with your county to see if this step is necessary.
Please note that the specific requirements and fees may vary depending on your location and the current guidelines of the Minnesota Secretary of State. It’s essential to check with the relevant authorities or visit their website for the most up-to-date information and forms.
How to Change the Name of a Minnesota Business?
If you decide to change the name of your business in Minnesota, there are two methods to do so:
- Assumed Name (DBA):
Filing for an assumed name, also known as a “Doing Business As” (DBA) name, is the simplest way to operate your business under a different name without altering its legal name. Sole proprietorships and general partnerships use this method, as well as LLCs and corporations that wish to avoid complications with their legal names. It allows them to use brand names without the required “LLC” or “Inc.” suffix present in their legal names.
- Amendment to Legal Name:
If you want to change the legal name of your LLC or corporation, filing an amendment to the legal name of your existing business is the appropriate course of action.
For these changes, you can find the necessary forms and submit them either by mail with a $35 filing fee or online with a $55 filing fee.
Business Name Registration Laws in Minnesota
Here are the key points regarding business name registration laws in Minnesota:
- Choosing a Name: Select a unique name for your business that complies with Minnesota naming requirements. The name should not be too similar to existing business names and must not infringe on any trademarks or copyrights.
- Name Availability: Before registering, check the availability of your chosen business name. You can do this by searching the Minnesota Secretary of State’s online database to ensure the name isn’t already in use.
- Entity Type: Decide on the type of business entity you want to register. Common options include Sole Proprietorship, Partnership, Corporation, Limited Liability Company (LLC), etc. Each entity type has different legal and tax implications.
- Registration Process: Depending on the business entity, you may need to register with different government agencies. For example, for LLCs and corporations, you’ll need to file articles of organization/incorporation with the Minnesota Secretary of State. For sole proprietorships or partnerships, registration might not be required, but you may need to file a “Doing Business As” (DBA) name with the county or state, especially if you’re using a name different from your legal name.
- Trademarks: If you plan to use your business name as a trademark, it’s advisable to register it with the U.S. Patent and Trademark Office (USPTO) for federal protection. This step is separate from the state registration process.
- Professional Licensing: Some businesses, such as certain professions like doctors, lawyers, or accountants, require specific licenses or permits to operate legally. Make sure to comply with all applicable licensing requirements.
It’s always best to verify the current rules and regulations with official sources or legal professionals. The Minnesota Secretary of State’s website is a valuable resource for up-to-date information on business registration in the state.
Bottom Line on How to Register a Business Name in Minnesota
In summary, registering your business name in Minnesota marks the beginning of a rewarding entrepreneurial journey. By selecting a unique name and the right business structure, completing all essential registrations, and considering trademark protection or a DBA name, you create a strong platform for your business. With the guidance of LLC services like ZenBusiness, the registration process becomes smoother, propelling your registered business name to make a lasting impact on Minnesota’s vibrant business scene.
How to register a business name in every US state: