Sole Proprietors Assumed Name (DBA) Trigger

A sole proprietor operating only under their full legal name (first + last name, with no extra words) generally does not file an Assumed Name and may not need to register an entity with SOS. If operating under any other name (a DBA/“Assumed Name”), a Certificate of Assumed Name must be filed before doing business in Minnesota and published in a legal newspaper as required.

• Example: “Jordan Lee” → no assumed name filing. “Jordan Lee Consulting” → assumed name filing required.

Foreign Entities Activities Not Considered “Transacting Business”

Out-of-state corporations and LLCs must obtain authority before transacting business in Minnesota. However, the law lists activities that alone do not constitute “transacting business.” Common examples include:

• Maintaining/defending lawsuits, administrative or arbitration proceedings
• Holding board/shareholder meetings or other internal-affairs activities
• Maintaining bank accounts
• Handling securities transfers/registrations; appointing trustees/depositories for securities
• Holding title to or managing property as executor/administrator/trustee/guardian/conservator
• Making or investing in loans; creating or acquiring security interests
• Securing or collecting debts; enforcing rights in collateral
• Isolated transactions completed within 30 days not part of repeated similar transactions

If your Minnesota activities exceed these carve-outs (e.g., ongoing sales/service performance in-state), you likely must register.

Government Entities City, county, and state government entities

Minnesota city, county, and state government entities — including public colleges, universities, and agencies — are exempt from registering with the Minnesota Secretary of State. These entities are created and authorized directly by statute, not through business registration.

Why Registration Is Not Required

• Government entities are creatures of statute and derive their legal authority from Minnesota law, not from incorporation or SOS filings.
• The Secretary of State registration system applies to private and nongovernmental organizations such as corporations, LLCs, and partnerships engaged in commercial activity.
• Public agencies already exist under enabling legislation or constitutional authority and are not “business organizations” or “foreign entities” under Minn. Stat. §§ 302A (corporations) or 322C (LLCs).

Examples of Exempt Entities

• State agencies (e.g., Department of Administration, Department of Education) – created under Minn. Stat. Ch. 15.
• Minnesota State Colleges and Universities (Minnesota State) – established under Minn. Stat. § 136F.02.
• Cities and townships – established under Minn. Stat. §§ 410–412.
• Counties – organized under Minn. Stat. § 370.
• School districts – established under Minn. Stat. Ch. 123B.
• Tribal governments – sovereign entities, not subject to SOS business registration.

Summary Table

Note: While exempt from business registration, public entities may still need to comply with other statutory requirements such as contracting laws, procurement statutes, and tax reporting obligations when applicable.