317A.115 CORPORATE NAME.
Subdivision 1. Requirements.
(a) The corporate name must be in the English language or
in another language expressed in English letters or characters.
(b) A corporate name may not contain a word or phrase that shows or implies that it may not
be incorporated under this chapter.
(c) A corporate name need not contain the word "corporation," "incorporated," "company,"
or "limited," or an abbreviation of one of these words.
Subd. 2. Name must be distinguishable.
(a) A corporate name must be distinguishable upon
the records in the Office of the Secretary of State from the name of a domestic corporation or
limited partnership, a foreign corporation or limited partnership authorized or registered to do
business in this state, whether profit or nonprofit, a limited liability company, whether domestic
or foreign, a limited liability partnership, whether domestic or foreign, or a name the right to
which is, at the time of incorporation, reserved, registered, or provided for in section
, or sections
, unless one of the following is
filed with the articles:
(1) the written consent of the organization having the name that is not distinguishable;
(2) a certified copy of a final decree of a court in this state establishing the prior right of the
applicant to use its corporate name in this state; or
(3) an affidavit of nonuse of the kind required by section
302A.115, subdivision 1
(d), clause (3).
(b) The secretary of state shall determine whether a name is distinguishable from another
name for purposes of this section and section
(c) This subdivision does not affect the right of a corporation existing on January 1, 1991, or
a foreign corporation authorized to do business in this state on that date, to use its corporate name.
Subd. 3. Other laws affecting use of names.
This section and sections
317A.823, subdivision 2
, do not abrogate or limit the law of unfair competition or unfair practices,
, the laws of the United States with respect to the right to acquire and
protect copyrights, trade names, trademarks, service names, service marks, or other rights to the
exclusive use of names or symbols, nor derogate the common law or the principles of equity.
Subd. 4. Use of name by successor corporation.
A corporation that is merged with
another domestic or foreign corporation, that is incorporated by the reorganization of one or
more domestic or foreign corporations, or that acquires by sale, lease, or other disposition to or
exchange with a domestic corporation all or substantially all of the assets of another domestic or
foreign corporation, including its name, may have the same name as that used in this state by
any of the other corporations, if the other corporation was incorporated under the laws of, or is
authorized to transact business in, this state.
Subd. 5. Effect of wrongful use; injunction.
The use of a name by a corporation in violation
of this section does not affect or impair its corporate existence, but a court in this state may, upon
application of the state or of an interested or affected person, enjoin the corporation from doing
business under a name assumed in violation of this section, although its articles may have been
filed with the secretary of state and a certificate of incorporation issued.
Subd. 6. Contest of registration of name.
A person doing business in this state may contest
the subsequent registration of a name with the Office of the Secretary of State as provided
History: 1989 c 292 s 12,13; 1989 c 304 s 12; 1990 c 488 s 8; 1992 c 517 art 1 s 20;
1995 c 128 art 2 s 3; 2004 c 199 art 13 s 112