LLC Business Name Change

By Joseph Nicholson

The legal name of an LLC is the one submitted to the state on the Articles of Organization. It is the name that must be used for paying taxes, applying for licenses and permits, and for other legal functions. An LLC can amend its Articles of Organization to reflect a new name, and must inform state and federal agencies of the change. Alternatively, an LLC can simply register a fictitious name under which it conducts business.

The legal name of an LLC is the one submitted to the state on the Articles of Organization. It is the name that must be used for paying taxes, applying for licenses and permits, and for other legal functions. An LLC can amend its Articles of Organization to reflect a new name, and must inform state and federal agencies of the change. Alternatively, an LLC can simply register a fictitious name under which it conducts business.

Amendment

Most states make it relatively easy to change the registered name of your LLC by simply filing a form amending the Articles of Organization and paying the appropriate filing fee. Prior to submitting the amendment, however, you should repeat the process you took in establishing the availability of the existing name. This means searching online state databases for registered names and fictitious names, as well as more general searches to see what names might be protected by trademark law. The new name must also comply with state laws on LLC names.

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IRS

You’ll also have to inform the IRS of the name change. How this is done depends on how your LLC is taxed. If you have a single-member LLC taxed as a sole proprietorship, send a signed letter to the address where you file your taxes, informing them of the change. If your LLC is taxed as a partnership or corporation, indicate the name change on your tax return form. An LLC that's taxed as an S corp has to file Form 1120S, but a new EIN is not required.

D/B/A

Rather than change the official registered name, another possibility is to register a fictitious name, also sometimes called a trade name, assumed name or d/b/a, or “doing business as.” Using a fictitious name is a common way for an LLC to participate in the marketplace under a name other than that under which it was originally registered. A fictitious name is not the official name of the business, however, and cannot be used on government forms. Where and how a d/b/a is registered depends on the state.

Other Steps

If your LLC is registered to do business in other states, inform these states if you change the legal name of the company. If the state has a form for domestic LLC name changes, it will likely also have a form for foreign LLC amendments. Additionally, inform suppliers, vendors and other organizations with whom you do regular business.

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References

Resources

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