LLC Name Reservation Requirements in Minnesota
At a glance
| Governing law and optional reservation scope | Optional LLC name reservation under Minn. Stat. § 322C.0109; name filing remains separate from LLC formation (§ 322C.0201) |
|---|---|
| Who may apply and for which LLC or series name | A person may apply; alternate name for foreign LLC expressly included; § 322C.0109 has no distinct name-change or series applicant class |
| Name availability, designator, distinguishability, and consent | SOS must find name available; LLC names require “limited liability company” or “LLC,” avoid corporate terms, and be distinguishable; formation-stage consent, decree, and strict affidavit exceptions (§§ 322C.0108-.0109) |
| Application, signer, form, and filing office | Application to SOS states applicant name/address and proposed name; general filing rule requires caption, permitted medium, and fee; applicant signs under general record rule, or authorized agent may sign (§§ 322C.0109, .0203, .0205) |
| Reservation, renewal, transfer, and cancellation fees | Original/renewal: $35 mail, $55 online or in person on SOS schedule; cancellation $0 there. General $35 statutory record fee; schedule does not separately list transfer (§ 322C.0205) |
| Term, start date, and statutory exclusive use | Available name reserved for applicant’s exclusive use for one-year period; current SOS form measures it from filing (§ 322C.0109, subd. 1) |
| Renewal, filing window, and repeat limits | § 322C.0109 states no renewal procedure/window/cap; SOS currently offers additional 12-month renewals, $35 mail or $55 online/in person |
| Transfer notice, signer, and transferee details | Owner files signed transfer notice stating transferee name/address; agent signing possible under general § 322C.0203; § 322C.0109 states no separate transfer fee |
| Cancellation, withdrawal, revocation, and scope of name rights | § 322C.0109 states no cancellation, withdrawal, or revocation procedure; SOS publishes cancellation form and $0 fee; §§ 322C.0108-.0109 preserve separate name-use and mark rights |
Requirements one by one
Applicant and name check
Minn. Stat. § 322C.0109, subdivision 1, permits a person to reserve an LLC name, expressly including an alternate name for a foreign LLC. The Secretary of State must find it available. Under § 322C.0108, the LLC name must use the statutory LLC wording, avoid corporate wording and misleading purpose language, and be distinguishable from listed filed and reserved names. Its subdivision 1 lists narrow formation-stage routes for a nondistinguishable name: written consent, a final court decree, or a detailed affidavit concerning an inactive name holder. Those are not an automatic reservation approval.
Application and fee
The application must state the applicant's name and address and the proposed name (§ 322C.0109, subdivision 1). General § 322C.0203 requires a record filed on the person's behalf to be signed by that person, with agent signing permitted. Under § 322C.0205, the record needs a purpose caption, an accepted medium, and payment; its general statutory filing fee is $35. The Secretary of State's current schedule lists $35 by mail and $55 online or in person for the original reservation and renewal. It does not list a transfer fee separately.
Term and renewal
Section 322C.0109, subdivision 1, grants exclusive use of an available name for one year. The Secretary of State's current form states that the 12 months run from filing and that the reservation may be renewed for additional 12-month periods. The statute itself specifies no renewal filing window or maximum count.
Transfer
Under § 322C.0109, subdivision 2, the owner may transfer the reservation by filing a signed notice that gives the transferee's name and address. General § 322C.0203 allows an authorized agent to sign a chapter filing.
What trips people up
Section 322C.0109 does not prescribe a cancellation, withdrawal, or agency-revocation procedure. The filing office nonetheless publishes a cancellation form and lists a $0 cancellation fee. A reservation is a hold in the entity-name records; § 322C.0108, subdivision 3, expressly leaves unfair-competition, trade-name, trademark, service-mark, and other name-use law intact. Articles of organization are a separate formation filing under § 322C.0201.
Common questions
Can I apply before the company exists?
Yes. Section 322C.0109, subdivision 1, permits a person to apply; it does not require an existing LLC. The separate formation filing remains necessary under § 322C.0201.
Does a reservation itself resolve a dispute over the name?
No. Section 322C.0108, subdivision 3, expressly preserves other name-use and mark law. The reservation addresses the Secretary of State's entity-name records for its one-year period.
Statutes and sources
The official Minnesota Revisor's Chapter 322C, accessed September 22, 2026, contains the quoted §§ 322C.0108, .0109, .0201, .0203, and .0205. The Secretary of State's fee schedule, current reservation form, and form instructions supply the cited filing-office details, accessed the same day.
Source links
Every statute quoted above, linked, with the date we checked it.
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