Can I Name a Company Without Registering for an LLC?

By Rob Jennings J.D.

The limited liability company, or LLC, has become a popular form of business organization in recent years due to its flexibility, simplicity and provision of limited liability for members. While many entrepreneurs may choose to organize their new enterprises as LLCs, it is not necessary to do this to name and register a new company.

Select a Name

Before investing hundreds or even thousands of dollars in signage, stationery and business cards, a business owner should check with the Secretary of State or county clerk to ensure that the intended name for her business is not already registered to another entity. Not only can this lead to confusion among potential customers, but it also creates the potential for trademark or copyright infringement lawsuits that may not occur until well after the owner has invested time and energy into building brand equity in her business.

Decide on a Business Form

The limited liability company is only one corporate form that an entrepreneur may choose when starting a new business and it may not be the best one for all enterprises. Sole proprietorships, limited partnerships, general partnerships and corporations all offer different advantages and drawbacks in terms of limited liability, documentation and taxation. New business owners should confer with an experienced business attorney and a certified public accountant prior to making a decision as to a business form to ensure that their selection maximizes liability and tax benefits while minimizing operating costs.

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Register the Business with the Appropriate Authorities

After selecting an available name and a suitable corporate form, register the new business with the Secretary of State or his equivalent. Each state has different filing requirements, which vary depending on the form of the business. Depending on the state, the owner of a sole proprietorship may need to register a certificate of assumed name. State law may require the sole proprietor to file for such a certificate with the Secretary of State or with the Register of Deeds Office in each county where he does business. This helps ensure that members of the public can ascertain the identity of the business owner if necessary.

Obtain All Necessary Permits and Business Licenses

After registering the new company's name with all appropriate authorities, the owner should check to see if her state requires businesses to apply for privilege licenses from the State Department of Internal Revenue. In addition to a privilege license, the owner may need a business license from the county or municipality in which she is operating. Depending on the nature of the activity and the zoning classification of the neighborhood where she has her principal place of business, she may also need to apply for a special use permit from the city council or county commissioners.

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Naming a business is often a very important step from a branding perspective. In Massachusetts, business registrations are typically handled by the Secretary of the Commonwealth. For owners that choose to structure their business as a sole proprietorship, the name of the company defaults to the name of the owner. In some cases, however, this may not be a desirable option. In such cases, a new fictitious business name must be registered locally before the company can operate. The procedure involves the completion and filing of a certificate containing the addresses and names of the business and owner as well as the payment of a filing fee. The fictitious name will then be included on all government forms and tax filings as well as any applicable licenses and permits.

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