2006 Minnesota Statutes

322B.12 LIMITED LIABILITY COMPANY NAME.
    Subdivision 1. Requirements and prohibitions. The limited liability company name must:
(1) be in the English language or in any other language expressed in English letters or
characters;
(2) contain the words "limited liability company," or must contain the abbreviation "LLC"
or, in the case of an organization formed pursuant to chapter 319B, must meet the requirements
of section 319B.05 applicable to a limited liability company;
(3) not contain the word corporation or incorporated and must not contain the abbreviation of
either or both of these words;
(4) not contain a word or phrase that indicates or implies that it is organized for a purpose
other than a legal business purpose; and
(5) be distinguishable upon the records in the Office of the Secretary of State from the name
of each domestic limited liability company, limited liability partnership, corporation, and limited
partnership, whether profit or nonprofit, and each foreign limited liability company, limited
liability partnership, corporation, and limited partnership authorized or registered to do business
in this state, whether profit or nonprofit, and each name the right to which is, at the time of
organization, reserved as provided for in sections 302A.117, 317A.117, 321.0109, 322B.125, or
333.001 to 333.54, unless there is filed with the articles of organization one of the following:
(i) the written consent of the domestic limited liability company, limited liability partnership,
corporation, or limited partnership or the foreign limited liability company, limited liability
partnership, corporation, or limited partnership authorized or registered to do business in this state
or the holder of a reserved name or a name filed by or registered with the secretary of state under
sections 333.001 to 333.54 having a name that is not distinguishable;
(ii) a certified copy of a final decree of a court in this state establishing the prior right of the
applicant to the use of the name in this state; or
(iii) the applicant's affidavit that the domestic or foreign limited liability company, domestic
or foreign corporation, or domestic or foreign limited partnership with the name that is not
distinguishable has been organized, incorporated, or on file in this state for at least three years
prior to the affidavit, if it is a domestic limited liability company, corporation, or limited
partnership, or has been authorized or registered to do business in this state for at least three years
prior to the affidavit, if it is a foreign limited liability company, corporation, or limited partnership,
or that the holder of a name filed or registered with the secretary of state under sections 333.001
to 333.54 filed or registered that name at least three years prior to the affidavit, that the domestic
or foreign limited liability company, domestic or foreign corporation, or domestic or foreign
limited partnership or holder has not during the three-year period before the affidavit filed any
document with the secretary of state; that the applicant has mailed written notice to the domestic
or foreign limited liability company, domestic or foreign corporation, or domestic or foreign
limited partnership or the holder of a name filed or registered with the secretary of state under
sections 333.001 to 333.54 by certified mail, return receipt requested, properly addressed to the
registered office of the domestic or foreign limited liability company or domestic or foreign
corporation or in care of the agent of the domestic or foreign limited partnership, or the address
of the holder of a name filed or registered with the secretary of state under sections 333.001 to
333.54, shown in the records of the secretary of state, stating that the applicant intends to use a
name that is not distinguishable and the notice has been returned to the applicant as undeliverable
to the addressee of the domestic or foreign limited liability company, domestic or foreign
corporation, or domestic or foreign limited partnership or holder of a name filed or registered
with the secretary of state under sections 333.001 to 333.54; that the applicant, after diligent
inquiry, has been unable to find any telephone listing for the domestic or foreign limited liability
company, domestic or foreign corporation, or domestic or foreign limited partnership with the
name that is not distinguishable in the county in which is located the registered office of the
domestic or foreign limited liability company, domestic or foreign corporation, or domestic or
foreign limited partnership shown in the records of the secretary of state or has been unable to
find any telephone listing for the holder of a name filed or registered with the secretary of state
under sections 333.001 to 333.54 in the county in which is located the address of the holder
shown in the records of the secretary of state; and that the applicant has no knowledge that the
domestic or foreign limited liability company, domestic or foreign corporation, or domestic or
foreign limited partnership or holder of a name filed or registered with the secretary of state under
sections 333.001 to 333.54 is currently engaged in business in this state.
    Subd. 2. Determination. The secretary of state shall determine whether a name is
"distinguishable" from another name for purposes of this section and section 322B.125.
    Subd. 3. Other laws affecting use of names. This section and section 322B.125 do not
abrogate or limit the law of unfair competition or unfair practices, or sections 333.001 to 333.54,
or the laws of the United States with respect to the right to acquire and protect copyrights, trade
names, trademarks, service names, service marks, or any other rights to the exclusive use of
names or symbols, or derogate the common law or the principles of equity.
    Subd. 4. Use of a name by a surviving organization. A limited liability company that is
the surviving organization in a merger with one or more other organizations, or that is organized
by the reorganization of one or more organizations, or that acquires by sale, lease, or other
disposition to or exchange with an organization all or substantially all of the assets of another
organization, including its name, may have the same name as that used in this state by any of
the other organizations, if the other organization whose name is sought to be used was organized
under the laws of, or is authorized to transact business in, this state.
    Subd. 5. Injunction. The use of a name by a limited liability company in violation of this
section does not affect or vitiate its limited liability company existence, but a court in this state
may, upon application of the state or of a person interested or affected, enjoin the limited liability
company from doing business under a name assumed in violation of this section, although
its articles of organization may have been filed with the secretary of state and a certificate of
organization 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
in section 5.22.
History: 1992 c 517 art 2 s 8; 1995 c 58 s 6; 1995 c 128 art 2 s 5; 1996 c 361 s 5; 1997 c 10
art 4 s 9; 1997 c 22 art 2 s 4,8; 2002 c 311 art 2 s 7; 2004 c 199 art 13 s 113; 2006 c 250 art 2 s 12