Naming your startup business

Naming rules can differ by entity type.

Naming your startup business may not be as simple as it seems. There are general guidelines to follow when selecting a name, such as trying to make it easy to remember, descriptive of the business, and capable of drawing attention.

But there are also specific naming rules and requirements depending on the business form you choose. For example, if you formed a statutory entity like a corporation, limited liability company (LLC), limited partnership (LP), or limited liability partnership (LLP), you will have to comply with the name requirements of the governing entity statute.

And even non-statutory options, like sole proprietorships and general partnerships, are subject to certain restrictions, like not having a name that is misleading. Plus, if a sole proprietorship, general partnership, corporation, LLC, LP, or LLP conducts business under a name other than its legal or true name (more on that later) it will have to register the name through a DBA filing.

In this article we provide naming guidelines for the following entity types:

• Naming a sole proprietorship
• Naming a general partnership
• Limited partnership name requirements
• LLC name requirements
• Limited liability partnership name requirements
• Corporation name requirements
• Professional corporation name requirements
• DBA (doing business as) filings

Naming a sole proprietorship

A sole proprietorship has no existence separate from its owner. Therefore, the legal or true name of a sole proprietorship is its owner's full name.

But if the business will be operating under a different name, most jurisdictions require that the name be registered. The document that is filed can have different names depending upon the state, including a certificate of assumed name, application for a fictitious name, or trade name certificate. In general, these can be referred to as "doing business as" (DBA) filings. A DBA filing informs the local government and the public that the business is operating under an assumed name and indicates who the owner is. The document registering the name usually has to be filed at the county level with the recorder of deeds or other similar office in the jurisdiction where the business is being conducted, rather than the Secretary of State's office. (Some states may require a state-level filing.)

For more information on DBA filings, see What is a DBA (and how to register one).

Sole proprietorship naming tip

If you are going to use a name other than your own for your business, contact the local or state office where your business will be operating to get specific information and any necessary forms for registering that DBA name.

Naming a general partnership

The legal or true name of a general partnership is the name of its partners.

If the general partnership is going to operate under a different name, such as the name that is listed on a written partnership agreement, a DBA filing is required. The filing is usually made at the county level, but in some states it may need to be filed with the Secretary of State's office. Registering the name informs the government and the public that the general partnership is operating under an assumed name and indicates the name of the owner.

Limited partnership name requirements

A limited partnership is formed under and governed by a state limited partnership statute. The LP statutes have certain requirements regarding LP names that must be complied with by the state’s LPs. Having a non-compliant name can result in the state rejecting your Certificate of Limited Partnership.

• “Distinguishable on the record”. The name selected must be "distinguishable on the records" of the Secretary of State (or similar office) from the names of other domestic and foreign LPs and other business entities.
• Required words. The name of the limited partnership must include the words "limited partnership", the letters "L.P." or “LP”, or some other phrase indicating that the entity is a limited partnership. Most state statutes specifically identify which entity descriptions can be used.
• Prohibited words. Each state has rules concerning what words are prohibited when selecting a legal name for your LP. These can include words that mislead the public about the type of entity or its purpose, or that are otherwise inappropriate.

LP naming tip

You can find out if the name of your limited partnership is available (meaning it is distinguishable from other names on record) by doing a name search on the Secretary of State’s website or by contacting your Secretary of State's office and inquiring about the name you want.

LLC name requirements

A limited liability company is formed under and governed by a state limited liability company statute. The LLC statutes have certain requirements regarding LLC names that must be complied with by the state’s LLCs. Having a non-compliant name can result in the state rejecting your Articles of Organization.

• “Distinguishable on the record”. The name selected must be "distinguishable on the records" of the Secretary of State (or similar office) from the names of other domestic and foreign LLCs and other business entities.
• Required words. The name of the limited liability company must include the words "limited liability company", the letters "L.L.C." or “LLC”, or some other phrase indicating that the entity is a limited liability company. Most state statutes specifically identify which entity descriptions can be used.
• Prohibited words. Each state has rules concerning what words are prohibited when selecting a legal name for your LLC. For example, a state might not allow an LLC to use “insurance” in its name if it’s not an insurance company. Or, the state may require that the LLC get approval from the department that handles insurance business licensing before allowing use of the word in the name.

LLC naming tip

You can find out if the name of your LLC is available (meaning it is distinguishable on the records of the state) by conducting a name search on your formation state’s website or contacting the filing office and asking about the availability of the name. If the name is available, it is a good idea to file an application to reserve the name. A name reservation makes sure no other business entity forms or qualifies under or reserves the name before you’ve had a chance to file your Articles of Organization, thereby securing your rights to the name.

It is also a good idea to conduct a separate trademark search. State filing offices do not check trademark records when determining whether a name is distinguishable on the record.

Limited liability partnership name requirements

Limited liability partnerships are a special kind of general partnership. An LLP provides its general partners with limited liability for the partnership’s debts. LLPs are formed by filing an LLP statement of qualification or statement of registration with the formation state. LLPs are mainly used by professionals. In some states LLPs can only be formed to provide professional services, although in other states they may engage in any business. The statutes governing LLPs have name requirements that the LLPs must comply with.

• “Distinguishable on the record”. The name selected must be "distinguishable on the records" of the Secretary of State (or similar office) from the names of other domestic and foreign LLPs and other business entities.
• Required words. The name of the limited liability partnership must include the words "registered limited liability partnership", “limited liability partnership”, the letters "L.L.P.” or “LLP”, or some other phrase or abbreviation indicating that the entity is a limited liability partnership. Most state statutes specifically identify which entity descriptions can be used.
• Prohibited words. Each state has rules concerning what words are prohibited when selecting a legal name for your LLP.

Corporation name requirements

A corporation is formed under and governed by a state corporation statute. The corporation statutes have certain requirements regarding corporation names that must be complied with by the state’s corporations. Having a non-compliant name can result in the state rejecting your Articles of Incorporation.

• “Distinguishable on the record”. The name selected must be "distinguishable on the records" of the Secretary of State (or similar office) from the names of other domestic and foreign corporations and other business entities.
• Required words. The name of a corporation must include the words "corporation", "incorporated", or "company", the letters "Inc." or "Corp.", or some other phrase or abbreviation indicating that the entity is a corporation. Most state statutes specifically identify which entity descriptions can be used.
• Prohibited words. Each state has rules concerning what words are prohibited when selecting a legal name for your corporation.

Corporation naming tip

You can find out if the name of your corporation is available (meaning it is distinguishable on the records of the state) by conducting a name search on your formation state’s website or contacting the filing office and asking about the availability of the name. If the name is available, it is a good idea to file an application to reserve the name. A name reservation makes sure no other business entity forms or qualifies under or reserves the name before you’ve had a chance to file your Articles of Incorporation, thereby securing your rights to the name.

Don’t forget to conduct a separate trademark search to make sure you are not violating protected intellectual property rights.

S corporation name requirements

S corporations are subject to the same name rules as standard corporations. When it comes to the business name, it doesn’t matter if the corporation is a C corporation or an S corporation. That is only a tax designation. The state corporation laws make no distinction between C corporations and S corporations. Corporations (both C and S corps) are subject to the same provisions of the state corporation law regardless of their tax status under the Internal Revenue Code.  

Professional corporation name requirements

Professional corporations are generally subject to the same name rules that apply to business corporations, with one exception. Instead of indicating its corporate status with an "Inc." or other corporate designator, a professional corporation must include the words "professional corporation", the letters "P.C.", or some other phrase indicating that the entity is a professional corporation. Most state statutes specifically identify which entity descriptions can be used. The state agency that regulates the profession may also have additional name requirements that need to be complied with by the PC.

DBA (doing business as) filings

As noted earlier, when business is conducted under a name other than the true or legal name of the business’ owner, a DBA filing will generally be required.

Here's an example of when a DBA filing may be used. Tom Jones is an electrician working as a sole proprietor and wants to call his business Qualified Electric. Tom Jones would register his DBA name, "Qualified Electric", with the appropriate jurisdiction and would be the owner of that DBA name.

Here is an example pertaining to corporations. Western Corporation is in several lines of business, including construction and painting supplies. It wishes to do business under names that better depict those lines of business, with the ultimate goal of seeking to develop marketing campaigns around each of the new names. Western Corporation might file a DBA for "Complete Construction" and "Color Me Painting". Each of these DBA filings would take place in the jurisdictions where the respective businesses operate.

While there are no limits to the number of DBA names you wish to register, there are some restrictions. For example, you cannot use words that may mislead the general public into believing the company is something other than what is being portrayed by the DBA name.

In some states, there are publication requirements, meaning that the DBA filing must appear in specific publications for a specific period of time. Failure to publish this information could invalidate the DBA filing.

Keep in mind that in most states, registering a DBA name does not protect the name against future use by another party. Registration of a DBA name is required to protect the public so they know who they are dealing with, and not to protect the entity’s naming rights.

Related articles

What is a DBA?

What is a trademark?