Choosing the right business name is an important step in establishing a strong brand identity when starting a business in Minnesota. The best name isn’t necessarily the official one registered with the Minnesota Secretary of State. Sometimes you need a different name for establishing a brand and reaching customers.
Should you want to use a name other than your business’s official one, you can file a DBA or assumed name. Here’s how to file a DBA in Minnesota.
What is a DBA?
A DBA lets your business operate using a name different from its “legal” one, which is the name registered with the state (or your full name if a sole proprietor). You can use a DBA name as your business name for almost everything except official state business. Use it to open bank accounts, brand and market, sell goods or services, and more.
DBA vs. Assumed Name
In Minnesota, the terms “DBA” and “assumed name” are used interchangeably. Both refer to a business name that’s not the official one registered with the state.
“Doing business as,” “trade name” and assumed name are other terms you might hear, but Minnesota mostly sticks to DBA and assumed name.
Benefits of a DBA
There are several benefits to using a DBA, which make this a potentially good option for any business:
- Any business structure: Any type of business can file a DBA, including sole proprietors. There’s no need to form an LLC simply to use an assumed name.
- No EIN requirement: There’s also no requirement to have an EIN (employer identification number). Most LLCs will have one, but sole proprietors can obtain a DBA without getting an EIN.
- No designator requirement: Unlike official names, DBAs don’t have to include a designator like “LLC” or “Corporation.” These businesses can market using a more natural business name.
- Credibility: A DBA can make your business seem more established, especially for sole proprietorships who’d otherwise use their full name.
Disadvantages of a DBA
That isn’t to say a DBA does everything. It’s important to understand the limitations of a DBA:
- Not exclusive: In Minnesota, a DBA doesn’t grant your business exclusive rights to use the business name (see below).
- No liability protection: Since a DBA doesn’t create a separate legal business, it doesn’t offer liability protection for personal assets. Sole proprietors remain personally liable for business debts.
- No Tax Benefits: A DBA also doesn’t have any tax benefits, since it’s not creating a separate legal business.
Ownership of business names in Minnesota
Minnesota’s rules regarding the use of an assumed name are slightly complex.
First and most straightforward, your assumed name must be different from the names of corporations, LLCs and other entities on file with the Secretary of State. The Secretary of State does not check assumed names against other assumed names, so filing a DBA does not give you exclusive rights to the name.
The Certificate of Assumed Name application states this as well: filing an assumed name doesn’t give its user exclusive rights to that name.
Who needs a DBA in Minnesota?
Minnesota clearly states the situations where a business must file a DBA/assumed name:
- Sole proprietors: Must file if not using their full name in their business name. “John Doe,” and “John Doe Plumbing” don’t require a DBA. “Doe Plumbing,” or “Plumbing by John” do require a DBA.
- LLCs, Corporations and Limited Partnerships: Must file if not using one of the required designators in their business name. A designator such as “LLC” or “Inc” is otherwise required. The same applies to limited partnerships.
- Partnerships: Must file if not using each partner’s full name. Otherwise, each partner’s full name has to be included in the business name.
- Any business: Must file if not using the “legal” name that’s officially registered with the Minnesota Secretary of State.
Consequences for operating with a DBA without registration
When a DBA is required, it must be registered before using the assumed name. Failing to register a DBA might result in several potential consequences.
The most prevalent risk is that another business that has already registered the name sues your business. A lawsuit could force you to stop using the name, and possibly pay restitution for any negative impact on the other business. You’d then need to start over branding under a new name.
Under Minnesota law, a business that hasn’t filed a required assumed name certificate can’t continue a lawsuit until it files, and it can be charged $250 in court costs.
Tax considerations
Registering a DBA doesn’t affect how your business is taxed. Your tax obligations remain the same.
Filing a DBA in Minnesota
Minnesota has a couple of unique criteria for DBAs. The process is still pretty straightforward and affordable, though.
Minnesota’s name requirements
All assumed names must meet Minnesota’s general requirements for business names:
- Distinguishable: An assumed name must be distinguishable from any business’s official name. Distinguishable is defined as having at least one letter or number different from names on file.
- Restricted words: Certain words are restricted to the businesses that offer these services or products. For example, “bank” and “university” can only be used if they accurately describe your business. Designators such as “LLC” and “Corporation” are similarly restricted to businesses with the appropriate legal structure.
- Prohibited words: Words that would insinuate a government affiliation, such as “Treasury” or “State Department” are prohibited.
Begin with a Minnesota Assumed Name Search
You first need to check whether a business name is already registered by another Minnesota business. A Minnesota entity search is the best way to do this.
To conduct a Minnesota assumed name search, search the name on the Minnesota Secretary of State’s business search. Punctuation and spaces are ignored when names are compared, so the search focuses just on the letters and numbers that make up business names. Assumed names on file also appear in this search.
If the search returns a corporation, LLC or other entity whose name matches your preferred business name, you can adjust your name slightly so it’s distinguishable, or use an altogether different assumed business name. A matching assumed name won’t block your filing, but sharing a name with another business can confuse customers.
Steps to register your Minnesota DBA
Step 1: Complete and submit the Certificate of Assumed Name
You file a DBA by completing the Certificate of Assumed Name. The certificate (application) is fairly short, with basic questions. You can complete and submit this online or by mail (see below).
Step 2: Pay the filing fee
You’ll need to pay the filing fee when submitting the certificate. The filing fee is $30 if filing by mail. It’s $50 if filing online or in person (in-person filing is by appointment). Online filings are usually processed quickly; mailed filings take longer. If you own an LLC, this is one of the smaller costs of running a Minnesota LLC.
Step 3: Publish your certificate in a newspaper
Once you receive a copy of your approved assumed name certificate, you must publish the certificate in a local, legal newspaper.
You can download a current list of approved newspapers from the Assumed Name/DBA page; click on “Legal Newspaper” toward the end of the page. You must use a paper that’s located within the county where your business’s primary address is.
Your assumed name certificate must be published in two consecutive issues, whether that’s daily, weekly or some other frequency. Papers charge different rates for publishing, so you might want to compare rates at a few local papers.
File the certificate before you start using the name, then publish it. If you don’t publish, the certificate may be invalid. The newspaper will provide a publication affidavit, which you should keep with your business’s records.
Step 4: Renew your Assumed Name
Assumed names must be renewed annually. You can renew by submitting the Assumed Name Annual Renewal Form, or online through Business Filings.
Renew by December 31 each year at no cost. If the renewal is missed, the assumed name expires; to reinstate it, file the current renewal and pay $65 by mail or $85 online or in person.
Filing online, by mail, or in person
Filing by mail is the cheapest way to register an assumed name, but it’s also the slowest. Not only do you have to wait for the Secretary of State to receive the certificate, but processing takes a few days. The fee is $30 if filing by mail.
Mail-in applications should be sent to:
Minnesota Secretary of State, Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
Filing in person costs $50 and is available by appointment.
Online applications also cost $50 and are usually processed quickly. You can do so through the Business Filings page (account required).
Conclusion
Filing an assumed name will let your Minnesota business use a different name, likely one which will resonate better with customers. Start the filing process today, and you could be branding under a more effective name shortly.
Once your DBA is filed, check which Minnesota business licenses and permits your business needs. If you’re still looking into how to form an LLC in Minnesota, our step-by-step guide linked at the top of this page covers the full process.