To operate under a Minnesota assumed name, file a Certificate of Assumed Name with the Secretary of State before you start doing business, publish the certificate in a county legal newspaper for two consecutive issues, and renew the registration every calendar year. The initial filing costs $50 online or in person and $30 by mail; annual renewals are free. Skipping registration doesn’t get you fined, but it can freeze any lawsuit your business files and add $250 in court costs against you.
Who Has to File
Minnesota Statutes Chapter 333 requires anyone conducting a commercial business under a name that does not spell out the true name of every owner to file a certificate with the Secretary of State before doing any business under that name.1Minnesota Office of the Revisor of Statutes. Minnesota Code 333.01 – Commercial Assumed Names A sole proprietor named Jane Smith who opens a bakery called “Sweet Sunrise” needs to register. If she called it “Jane Smith Bakery,” she wouldn’t, because the business name already identifies her.
The same rule applies to partnerships when the business name leaves out any partner’s real name. Corporations, LLCs, and other formal entities that want to operate under something other than their registered legal name also have to file.2Office of the Minnesota Secretary of State. Assumed Name Certificate of Assumed Name
How to File the Certificate
You can submit the Certificate of Assumed Name online, by mail, or in person by appointment at the Secretary of State’s office in Saint Paul.2Office of the Minnesota Secretary of State. Assumed Name Certificate of Assumed Name The form asks for:
- The exact assumed name you’ll do business under.
- The principal place of business, which must be a Minnesota street address, not a P.O. box.
- The real name and complete street address of every person conducting business under the assumed name. If the applicant is a corporation, LLC, or other formal entity, give the entity’s legal name and address.
The filing fee is $50 online or in person and $30 by mail.3Office of the Minnesota Secretary of State. Business Filing and Certification Fee Schedule After processing, the Secretary of State returns an approved copy of the form as proof of registration; there is no separate certificate.4Office of the Minnesota Secretary of State. Assumed Name/DBA
Publishing the Certificate
Filing alone doesn’t finish the job. After the Secretary of State accepts the certificate, you have to publish it in a qualified legal newspaper in the county where your principal place of business is located, and the notice must run in two consecutive issues.1Minnesota Office of the Revisor of Statutes. Minnesota Code 333.01 – Commercial Assumed Names Publication happens after filing, not before.
Once both issues have run, the newspaper gives you an affidavit of publication. Keep it with your business records alongside the filed certificate. You do not send the affidavit to the Secretary of State.2Office of the Minnesota Secretary of State. Assumed Name Certificate of Assumed Name Publication rates vary, so call a legal newspaper in your county for a quote before you file.
Renewing Every Year
This is the step that trips up the most Minnesota businesses. An assumed name registration is not a one-time filing. It stays active only if you renew it every calendar year following the year you originally filed, and if you skip a year, the certificate expires the following calendar year.5Minnesota Office of the Revisor of Statutes. Minnesota Code 333 – Assumed Names, Insignia, and Marks
The renewal itself is free, whether you file online, by mail, or in person, and the online form takes only a few minutes.3Office of the Minnesota Secretary of State. Business Filing and Certification Fee Schedule6Office of the Minnesota Secretary of State. Renewals If your registration has already lapsed, you can reinstate it by filing the annual renewal and paying a $25 reinstatement fee.5Minnesota Office of the Revisor of Statutes. Minnesota Code 333 – Assumed Names, Insignia, and Marks While the registration is expired, your business is no longer recognized as active under that name in Minnesota, and someone else could register the same name in the meantime.
Amending or Canceling the Registration
If anything on your most recent certificate changes, file an Amendment to Certificate of Assumed Name within 60 days. A new business address, a new owner, or a departing partner all trigger this. When you amend the applicant section, the new information completely replaces what was previously on file. Then publish the amendment for two consecutive issues in a legal newspaper in your county, the same way you published the original.7Office of the Minnesota Secretary of State. Amendment to Assumed Name The amendment fee matches the original filing: $50 online or in person, $30 by mail.3Office of the Minnesota Secretary of State. Business Filing and Certification Fee Schedule
When you stop using the name, cancel it. The Cancellation of Assumed Name form asks for the assumed name, the original file number, the date of the original filing, and the signature of all partners or an authorized agent. There is no fee. Keep the original signed copy for your records and send a photocopy to the Secretary of State.8Office of the Minnesota Secretary of State. Cancellation of Assumed Name Cancellation removes the name from the active registry and ends your compliance obligations for it.
What Happens if You Don’t Register
Operating an unregistered assumed name is not a criminal offense, but the problems show up as soon as your business is in court. If your assumed name is unregistered and you file a lawsuit related to the business, the opposing party can ask the court to freeze the entire case until you file the certificate. That delay alone can cost you months.9Minnesota Office of the Revisor of Statutes. Minnesota Code 333.06 – Pleading Failure to File Certificate; Costs
The money side is smaller but automatic. If you sue as an unregistered business and lose, the other side collects an extra $250 on top of whatever costs the court allows. If you win, the other side still gets to deduct $250 from your judgment. And if someone sues your unregistered business, the person bringing the case can add $250 in costs regardless of who wins on the merits.9Minnesota Office of the Revisor of Statutes. Minnesota Code 333.06 – Pleading Failure to File Certificate; Costs The $250 is modest; the real damage is the stalled lawsuit and the leverage it gives the other side.
What Registration Does and Doesn’t Do
A Minnesota assumed name filing creates a public record linking the business name to the real people or entities behind it, and it gives your business clear standing to enter contracts and enforce them in court without the procedural obstacles above. It does not, however, give you exclusive rights to the name. Another Minnesota business could use a similar name as long as it doesn’t cause consumer confusion. If brand exclusivity matters, look at a federal trademark registration with the U.S. Patent and Trademark Office in addition to your assumed name filing. The two do different jobs: the assumed name filing meets Minnesota’s transparency requirement, and a trademark is what protects your branding from competitors.