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Minnesota Legislature

Office of the Revisor of Statutes

    Subdivision 1. Certificate of authority, when not issued. No certificate of authority shall be
issued to a foreign corporation if the name of that foreign corporation would be prohibited to a
corporation under the provisions of chapter 302A. The name of that corporation may contain the
word "cooperative" if it is a cooperative corporation generally similar to the kind which may be
organized under the laws of this state. If that corporation is a corporation obtaining a certificate of
authority pursuant to the provisions of section 303.04, the name of that corporation may contain
the words "bank," "trust," "building and loan," or "savings" and such corporation shall not be
required to add the word "incorporated" or the abbreviation "Inc." to its corporate name. If its
real name is unavailable, a foreign corporation may use an alternate name to transact business in
this state if it delivers to the secretary of state a certified copy of the resolution of its board of
directors adopting the alternate name. The alternate name must meet the requirements of section
302A.115, and need not be filed under sections 333.001 to 333.06.
    Subd. 2. Application. Nothing in this section shall abrogate or limit the law as to unfair
competition or unfair practices nor derogate from the common law, the principles of equity,
the statutes of this state or of the United States with respect to the right to acquire and protect
trade names.
    Subd. 3. Injunction. If a foreign corporation does business in this state under a name
prohibited by this section, the courts of this state having equity jurisdiction may, upon the
application of the state or of any person, unincorporated association, or corporation interested
or affected, enjoin such foreign corporation from doing business in this state under such name,
whether or not a certificate of authority shall have been issued to such foreign corporation.
    Subd. 4. 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: (7495-4) 1935 c 200 s 4; 1951 c 550 s 77; 1965 c 97 s 1; 1981 c 270 s 129; 1982
c 496 s 3; 1989 c 292 s 7