The name you choose for your Limited Liability Company (LLC) is important, as it conveys a first impression to potential customers and serves as the cornerstone of your brand identity. When selecting a business name it is important to remember that no two businesses registered within a state can share the same name. When considering a name for your LLC, you’ll need to conduct a search through the Secretary of State’s office to make sure another business in the state is not already using it. If it’s in use, you’ll need to choose another name.
Laws regarding duplicate names of businesses within a state are generally clear, but what happens if you want to expand your LLC to another state and find out the name is already in use by another business there? Or if someone contacts your business and it becomes clear that they’ve confused your business with one in another state that has the same name?
These rules can be confusing, so let’s take a deeper dive to find out more.
Same Business Name, Different States
Consider a couple of scenarios that could occur when two businesses operate in different states but have the same name.
In one scenario, Jim owns a moving business that’s based in the western part of Pennsylvania. It’s registered there as an LLC and named Heavy Lifting Moving Services, LLC. After five or six years of growing the business, Jim determines there’s a market for the services he provides in Ohio, the next state over. When he goes to register his LLC in Ohio, however, Jim learns there’s another business there using the same name – Heavy Lifting Moving Services. Now what?
In another scenario, Megan, who owns an LLC that specializes in providing floral arrangements for high-end weddings, is contacted online by a potential customer who is interested in having her business, Megan’s Fabulous Flowers, LLC, do the flowers for her daughter’s wedding. As their conversation continues, it becomes clear to Megan that the person lives in a state located on the other side of the country. After asking some questions, Megan realizes that the potential customer confused Megan’s business with one located in the state where she lives that’s has the same name. What can she do?
Two LLCs With the Same Name in Different States
The first thing to understand is that in each of these scenarios, it may be perfectly legal for two LLCs operating in different states to have the same name. The name of an LLC that’s registered in Pennsylvania is protected in Pennsylvania, but not nationally. As long as both businesses are in compliance with the laws of their own state, they can have the same name, unless one has trademarked the name nationally.
An LLC and Corporation Sharing the Same Name
An LLC can have the same name as a Corporation in another state, although in many states the names would be differentiated by the requirement for the businesses to indicate their business entities within their names. Still, customers may be unlikely to differentiate between a business called Patty’s Pastries, LLC and Patty’s Pastries, Inc.
Two Businesses With the Same DBA Name
Businesses that register and operate under DBA, or “doing business as” names normally do not have exclusive rights to their DBAs, either within their own states or in other states. If your business is registered with your state as Fitzpatrick General Hauling Services L.L.C., but you choose to use a DBA of Fitz’s Hauling, for instance, there’s no guarantee that there won’t be other businesses using the same DBA. If you want to expand your business into another state and find out its name is already in use there, as Jim did in the earlier example, you’ll normally be required to choose a DBA to use there.
Protecting Your Business Name with a Trademark
If you want to protect your name in all 50 states, you can trademark it to safeguard your brand and keep competitors from using the same, or similar, name. A trademark, which is a particular word, phrase, logo, slogan, or combination of those things that identify a product or service and legally distinguish it from other products or services of its kind, gives you legal protection throughout the U.S. and assures no other business can use your name. Highly recognizable trademarks include Coca-Cola, McDonald’s golden arches, Nike’s swoosh, and American Express’s “Don’t leave home without it.”
While trademarking is not required and is something most businesses don’t undertake, there is good argument for doing so if you’re planning to expand your business into numerous states or you have an extremely unique brand that you’re hoping to promote. At the very least, along with conducting a name search with your state, every business owner should conduct a trademark search through the United States Patent and Trademark Office (USPTO) before choosing a business name to make sure it isn’t already in use or trademarked.
Trademarking your business name can be an arduous process, as you must file a formal application with the USPTO that includes specific details about your business and the goods or services you provide. The USPTO’s website includes tutorials to help with your search and application, but if you find that the process seems overwhelming or confusing, it’s advisable to see the services of a professional.
How to Register Your LLC in a Different State
Because the issue of names often comes up when an LLC is looking to expand into a different state, I want to spend a little time reviewing that process. An LLC that does business in the state where it was formed is considered a domestic LLC. If it was formed in one state and conducts business in another state, it will need to register as a foreign LLC in that other state. Registering your business in a different state is known as foreign qualification.
Just a note about what it means to conduct business in another state. Rules vary, but most states will consider your LLC to be doing business there if you have a physical location such as a store or warehouse, you employ workers in that state, you have a steady source of income there, hold regular customer or client meetings, or have binding contracts there. Simply selling your products or services in another state doesn’t qualify as doing business there.
Obtaining a foreign qualification puts your LLC on record in the state you’re expanding into and subjects you to the same tax and reporting requirements as domestic LLCs. You’ll have to pay some up-front and continuing fees to have your business registered in a different state and follow that state’s reporting requirements.
The foreign qualifying process, or the process of registering your LLC in a different state, basically involves four steps:
- Conduct a name search to determine if the name of your LLC is available in that state.
- Appoint a registered agent, which is an individual or company designated to receive legal correspondence and other documents on behalf of the LLC. You’ll need a registered agent in every state in which your business is registered.
- Get a Certificate of Good Standing from your state of formation. Most states require this certification, which states that your LLC has met all legal and compliance requirements of its home state.
- Complete and file an application for a Certificate of Authority from the state you’re expanding into. This is similar to filing Articles of Organization in your home state. Some states require online filing, while in others you can file online or mail your application.
Since this article deals with the name of your LLC, let’s take a closer look at the first step mentioned—conducting a name search.
Operating in Another State?
CorpNet gives you the tools you need to make sure your business has a foreign qualification in your new state.
Determining if Your LLC Name is Available
You’ll need to conduct a business search to determine whether your LLC name is available or already in use. There are several ways you can do that, as outlined below:
- Search the business name database on the website of the Secretary of State or equivalent department in every state that you’ll be registering your LLC.
- Enlist any legal representation you might have to help you determine whether the name of your LLC is already in use in the other states.
- Use CorpNet’s free Corporate Name Search tool to check if the name of your LLC is already in use.
If the legal name of your LLC is available, you should reserve it to be sure no other business claims it before you’re able to file your application for a Certificate of Authority. You’ll probably have to pay a fee to reserve the name and there will be a limit on how long it will remain reserved. Some states allow you to renew the reservation, while others do not.
As you’ve already learned, if the name you want is not available, most states will require you to choose a fictitious name, also known as a DBA (doing business as). The DBA will be listed on your foreign registration certificate, along with the legal name your LLC is registered under in your home state. Naming requirements vary by state, so be sure to check the rules of the state in which you’re seeking foreign qualification.
A Final Thought
Putting in the necessary work to make sure you understand rules pertaining to business names in every state that you intend to operate is well worth the time and effort. Not doing so can have serious consequences, including potential lawsuits. Your business name is important, as it helps create your brand and differentiates your LLC from others. Taking time to make sure the name is recognizable, unique, and above all, legal, is an important part of forming or expanding your business.
Free Business Name Search
Our Corporate Name Search tool provides a free way to research the availability of a business name across all states.
