2000 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, 322A.03, 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 limited liability 
 company, corporation, or 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 limited 
 liability company, corporation, or 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 limited liability company, 
 corporation, or 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 limited 
 liability company or corporation or in care of the agent of the 
 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 limited liability 
 company, corporation, or 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 limited 
 liability company, corporation, or limited partnership with the 
 name that is not distinguishable in the county in which is 
 located the registered office of the limited liability company, 
 corporation, or 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 limited liability company, 
 corporation, or 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 merged with another limited 
 liability company or domestic or foreign corporation, or that is 
 organized by the reorganization of one or more limited liability 
 companies or domestic or foreign corporations, or that acquires 
 by sale, lease, or other disposition to or exchange with a 
 limited liability company all or substantially all of the assets 
 of another limited liability company or domestic or foreign 
 corporation including its name, may have the same name as that 
 used in this state by any of the other limited liability 
 companies or domestic or foreign corporations, if the other 
 limited liability company or domestic or foreign corporation 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. 

    HIST: 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