The assumed name step almost everyone skips

By David J.S. Madgett

Minnesota attorney, license no. 390494 · Published August 7, 2026

If you do business in Minnesota under a name that is not your own legal name — or, for a company, not the exact name on file — you need a Certificate of Assumed Name. Most people know this. Most people file it, pay $30 or $50, get the confirmation, and consider it done.

It is not done. There is a second step, it is statutory, and the online filing flow will not stop you from skipping it.

The requirement

Minn. Stat. § 333.01 requires the certificate to be filed with the Secretary of State, and then:

The certificate shall be published after it has been filed with the secretary of state in a qualified newspaper in the county in which the person has a principal or registered office for two successive issues.

Four elements, all of which matter:

1. After filing. Publish after the certificate is on file, not before.
2. A qualified newspaper. Not any publication — Minnesota has a statutory definition, and papers that meet it advertise the fact. Your local legal newspaper will know.
3. The right county — where the business has its principal or registered office.
4. Two successive issues. Two consecutive runs, not one, and not two scattered ones.

Section 333.02 adds the timing: persons conducting business under an assumed name “shall, before commencing such business, file such certificate and shall publish the certificate in the manner prescribed in section 333.01.”

Before commencing business. Not eventually.

What happens if you skip it

This is the part that makes it worth caring about. Minn. Stat. § 333.06 deals with a business that files a lawsuit without having complied. The defendant may plead the failure in abatement of the action, and:

all proceedings had in the action shall thereupon be stayed until the certificate … is duly filed

Your case stops. Not permanently — you can cure it — but it stops, on the defendant’s motion, at whatever moment they choose to raise it. That moment will not be convenient. It will be the morning of a hearing you needed, or the week before a deadline you cannot move.

The statute also attaches $250 in costs, in addition to other statutory costs, against the party that failed to file.

$250 is not a devastating number. A stayed case is. If you are suing someone who owes you money, the leverage you had on Tuesday is gone on Wednesday, and you are paying your lawyer to fix paperwork instead of litigating.

The practical version

• Budget for two costs, not one. The certificate is $30 by mail or $50 online or in person. The newspaper bills you separately, and rates vary a lot by county. Ask for the rate before you assume it is trivial.
• Ask the paper for an affidavit of publication. They will produce one. Put it in the same folder as your Articles of Organization. When someone asks you to prove publication years from now, that affidavit is the proof, and no one will remember which issues ran.
• Get the county right. Principal or registered office. If your registered office is your accountant’s address in a different county from where you actually operate, work out which one applies before you buy the ad.
• Do it before you open. The statute says before commencing business. Nobody enforces this at the moment of opening — it surfaces later, usually in litigation, which is exactly when you least want a curable defect on the record.

Who this applies to

Anyone conducting a commercial business in Minnesota under a designation that does not set forth the true name of every person interested in the business. In practice:

• A sole proprietor trading as anything other than their own name.
• An LLC or corporation operating under a name different from the one on its filed articles. “Northshore Timber Works, LLC” doing business as “Northshore Cabinets” needs an assumed name for the second one.

An entity operating under exactly its registered name does not need an assumed name certificate — that name is already on file.

One more thing

The assumed name certificate has its own annual renewal, and like the entity renewal it is free. Free filings are the ones people forget, because there is no invoice to prompt them. Put it on the same calendar reminder as everything else — see annual renewal.