Can an LLC Use an Inc. Designation?

By Joe Stone

The designation “LLC” stands for “limited liability company,” which is a form of business entity that is similar in some ways to a corporation, but is separate and distinct from a corporation. The designation “Inc.” stands for “incorporated” and is used solely to identify a corporation. Every state has laws regarding the formation of an LLC, and these laws include specific requirements regarding the words and designations that can legally be included as part of the name for a LLC. No state allows an LLC to use the designation "Inc."

Words and Designations for LLCs

Every state requires a limited liability company to include in its name the designation "LLC" or "L.L.C." or the words "limited liability company." This requirement will be specified in the state's statutes regarding the formation of an LLC, such as in Section 204(a) of the New York Limited Liability Company Law. Section 204(e) of the same law also expressly prohibits using the words "corporation" or "incorporated" or any derivative of these words, such as "Inc." or "Corp.," as part of an LLC's name. The state agency responsible for approving the formation of an LLC, such as the Virginia State Corporation Commission, will often provide information about LLC naming requirements and restrictions on its website.

Distinguishable Names

Another naming requirement for LLCs that is consistently applied throughout the states is that an LLC's name must be distinguishable from the names of all other business entities that are on record with the state. This would include corporations, limited partnerships and other LLCs that have been approved to conduct business in the state. If documents are submitted to form an LLC with a name that is not sufficiently distinguishable, the documents will be reject by the state. To facilitate meeting this naming requirement, many states provide an online searchable database of registered business names that can be used to check the availability of a name for a new LLC.

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Word Restrictions

LLC laws typically restrict the use of certain words in an LLC's name that tend to denote a specialized service or industry. For example, the Louisiana LLC laws restricts the use of words such as "engineer" or "engineering" in an LLC's name unless the Louisiana Professional Engineering has been given at least 10 days' notice that such words will be used in as part of an LLC's name. Likewise, Nevada LLC law prohibits the use of the words “accountant” or “accounting” unless the Nevada State Board of Accountancy certifies that the limited liability company is properly registered to provide accounting services.

Infringing Name

Although an LLC name may be approved for use by the state, this does not necessarily mean that the name is legally protected from competing claims to use the name. The state’s approval of the name is limited to authorizing the LLC owners to conduct business in the state under that particular name. Any business name, including LLC names, is subject to use under federal and state trademark and service mark law. If an LLC name approved for use by the state infringes on the trademark or service mark rights of another person or business, the LLC may have to cease using the name.

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References

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