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Common Mistakes Regarding Assumed Names

If your business uses a name other than the name filed with the Minnesota Secretary of State (“SOS”), you must file the assumed name with the SOS, and publish the assumed name in a legal publication pursuant to Minnesota law. Whether or not you have to file an assumed name depends on your particular circumstances.

In our experience, there are three common mistakes that businesses make regarding assumed names.  First, a business uses a name other than the one filed with the SOS.  For example, the name of your business that is registered with the SOS is Wholesale Flowers, Inc., but your business uses “Samantha’s Flowers” as your business name.  Under this common fact pattern, you must register Samantha’s Flowers as an assumed name, and publish the assumed name.  Second, a business files an assumed name with the SOS, but the holder of the name that is filed with the SOS is not the actual holder of the name.  Most commonly, this occurs in the following context: Samantha registers her company’s assumed name “Samantha’s Flowers” with the SOS. She believes that she has registered the assumed name as an assumed name for Wholesale Flowers, Inc. But, she lists the holder of the assumed name as Samantha Fox. By doing so, Samantha inadvertently created a sole proprietorship for Samantha’s Flowers, and there is no assumed name for Wholesale Flowers, Inc. Third, a business owner properly files the assumed name with the SOS, but fails to have it published as required under Minnesota law.

Spangler and de Stefano, PLLP assists business owners with assumed names. Doing-it-yourself for something often seen as “simple” like an assumed name is often not “simple” and creates unintended consequences for business owners.

The material contained herein is for informational purposes only, and is not intended to create or constitute an attorney-client relationship between Spangler and de Stefano, PLLP and the reader. The information contained herein is not offered as legal advice and should not be construed as legal advice.