Naming an LLC
Naming an LLC
The name of the LLC should be selected very carefully. It is very important that you portray the image you want
for your new company. From a legal perspective, the following should be taken account when choosing an LLC name:
- The name you select must not be “deceptively similar” to any existing LLC or must be “distinguishable on the record.” For example, if an LLC named Flower LLC already exists in your state, you probably would not be allowed to name your business Flour LLC. It is possible that the name you select will not be available; therefore, we ask for a second and third choice on the incorporation order form;
- The name you choose must show your business is an LLC. Accordingly, the name must be followed by an indicator such as LLC or Limited Liability Company;
- If you are going to organize in one state and qualify to do business in another state the name should be available in both states;
- The name you choose for your LLC should not be one that is already a registered trademark or service mark. While you may be able to form an LLC under one name you will not automatically, without filing for trademark protection, be protected in using your LLC name as a trade name.
No. The filing of an Articles of Organization does not, of itself, authorize the use of an LLC name in violation of the rights of others. Forming an LLC only provides you the exclusive right to use your LLC name (or any name confusingly similar to it) in the state of formation. Others may have acquired rights to the use of the name by reason of some other law, including: Federal Trademark Act (United States Code, title 15, Section 1051); state trademark acts; and common law rights, including rights to a trade name. Registering your LLC name as a trademark or service mark, either federally or with your state, alerts other businesses that you claim priority rights to use your corporate name within the state(s) in which you do business. Registering a mark may provide additional protection that other businesses will not be able to use your name.
Yes, you may change the name of your LLC at any time provided the name you choose is available at the time. As an alternative, you may register a fictitious business name or DBA (Doing Business As) and keep your LLC name.
A D.B.A is short for Doing Business As and is also known as a fictitious business name. A D.B.A is not usually required for a new LLC as the official business name is automatically registered upon filing of the articles of organization. However, if the LLC is operating in California under any name other than the name stated in the articles, the entity must file a fictitious business name statement with the clerk of the county where the entity has its principal place of business in the state.
For example, if David Brown Enterprises, LLC, a limited liability company, conducts business under the trade name Davids Fine Apparel, the LLC must file a D.B.A. indicating that this trade name is a fictitious business name registered to the LLC.
If you have an established business name and would like to continue using it after you form an LLC, an option is to choose a different, available LLC name and then file a new fictitious business name statement/D.B.A., registering your existing business name to your newly formed LLC.
For example, your existing sole proprietorship business, Beta Technology, is registered to you, Bill Bennett, as an individual. You discover that there is already an existing LLC named Beta Technology, LLC with a business in another part of the state. You select a different LLC name, for example, Bennett Enterprises, LLC or Bennett Technology Enterprises, LLC and then file a D.B.A. indicating that Bennett Enterprises, LLC is doing business as Beta Technology. In this example, Bennett Enterprises, LLC is the legal name and Beta Technology is its fictitious or trade name.
Please note that trademark considerations must be considered prior to implementing such a technique. For example, Beta Technology could already be a federally registered trademark.