LLC Business Name Change

By Jeffry Olson, J.D.

LLC Business Name Change

By Jeffry Olson, J.D.

A limited liability company (LLC) is a form of business established by filing articles of organization with the Secretary of State or other agency in the appropriate jurisdiction. The articles of organization establish the basics of the LLC, which include the company's name.

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After formation, an LLC sometimes seeks to change its name. Any number of reasons—including regret about the first name, lack of domain names, or the need to change the name for marketing purposes—can cause a company to desire a name change. Changing the name of an LLC is a straightforward process, and it is much better than using a name you are no longer comfortable with or that does not work for you and your business. Further, it does not require the organizer to start over from the beginning and file new articles of organization for another LLC.

The process for an LLC name change depends on the extent of the change. First, determine what you hope to accomplish through a name change. Do you want to change the legal name of the LLC, or can you add a fictitious business name to use for business and marketing purposes, leaving the legal name as originally established?

Changing the Legal Name of the LLC

Changing the legal name of the LLC requires filing an amendment to the articles of organization with the Secretary of State. Prior to filing the amendment, confirm the availability of the new name with the Secretary of State. If the name is available, you can proceed with the amendment. The Secretary of State will charge a fee for the amendment, and you must pay this fee when you file the paperwork for the amendment.

You must also notify the Internal Revenue Service (IRS) of the name change. The IRS can provide the appropriate forms, depending on whether you have filed taxes for the year. Be sure to consult the IRS to determine whether a new employer identification number (EIN) is necessary. Consult IRS Publication 1635, Understanding Your EIN, which explains how to handle your EIN after an LLC name change.

Establishing a Fictitious Business Name for an LLC

You can adopt a fictitious name for an LLC by filing a "doing business as," or DBA, in the appropriate jurisdiction. A fictitious business name allows an LLC to operate under a different name while maintaining its original legal name. Adopting a DBA does not require filing an amendment to the articles of organization with the Secretary of State. Each jurisdiction charges a fee for filing a DBA, and the LLC must pay it when filing the paperwork.

Using a DBA is only appropriate for commercial purposes. Official documents, including government filings, should show the legal name of the LLC registered with the Secretary of State. Further, the LLC must investigate the availability of the DBA prior to filing. It's also a good idea to consider available domain names before selecting a DBA.

LLC Business Name Change

The process for a LLC business name change depends on why the name change is sought. A simple DBA may suffice if the change is for commercial purposes. However, if the change is for legal purposes, an amendment of the articles of incorporation is required.

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