Are you thinking of changing the name of your limited liability company (LLC)? Wondering how you go about it?
You can change the legal name of your LLC by filing a Certificate of Amendment, also known as Articles of Amendment, with your formation state (or any state where your company is foreign qualified to do business).
In this article we explore the steps you should take before and after you make this filing – as well as alternative options for changing your business name.
Consider filing a DBA
If you’d prefer not to legally change the name of your LLC, you could consider using a “doing business as” or DBA name for your LLC.
Remember, the legal name of your LLC is the name that appears on its formation document (Articles of Incorporation). However, registering for a DBA allows you to do business using a name other than your legal business name. A DBA, often referred to as a trade name, is obtained by officially registering your business name with a state or local jurisdiction.
For more information, see What is a DBA?
Check name availability
If you choose to change the legal name of your LLC, you must follow the same rules as when you chose the name of your LLC. In summary, the legal name of your LLC:
- Must include a specific word or phrase that the state designates to LLC entities. For example, LLC, L.L.C., limited liability company, etc.
- Should not include prohibited words or those restricted by your state. For example, you may not be allowed to use the term “doctor” in your LLC’s name if you are not a healthcare provider or have the appropriate licensing.
- Must be distinguishable from the names of other business entities on record with your state filing office.
To avoid trademark infringement, check your chosen name is not listed with the U.S. Patent and Trademark Office (USPTO) official trademark database. In addition, conduct a name check with your state filing office to be sure it’s available for use in the state.
Once you’ve chosen a name and verified its availability, you can protect your rights to use that name for a period of time by filing a name reservation.
Obtain consent from LLC members
If your LLC has more than one member (multi-owner), it must obtain the approval of all members before changing its name. Approval requires a resolution or agreement for a company name change. Refer to your LLC operating agreement for more information.
File the Articles of Amendment
You must file Articles of Amendment to notify your state of your intent to change the legal name of your LLC. The Articles will also demonstrate the consent of other members, if required. Once the Articles of Amendment is approved the name change is considered official.
Update LLC operating agreement and other internal documents
Part of the name change process includes updating your LLC operating agreement and other documents to reflect the change. An LLC operating agreement is a contract between members of the LLC that controls how the LLC is structured and operates.
Notify the IRS
Once approved by the state, you’ll need to notify the IRS of the change. This can happen in several ways depending on how your LLC is taxed:
- Single-member LLCs: Write to the IRS at the address where you filed your return informing the agency of the name change.
- Multi-member LLCs: If you’re a multi-member LLC and taxed as a partnership, mark the name change box on Form 1065 when you file your annual return. If you’ve already filed a return, notify the IRS by mail where you file your return.
- LLCs taxed as a corporation: Mark the name change box on your Form 1120 filing (Form 1120-S if you are taxed as an S corporation). If you’ve already filed for the year, you must notify the IRS by mail at your filing address.
Will I need a new EIN?
Changing your LLC’s business name does not require you to apply for a new employer identification number (EIN).
File updated BOI report
Under the Corporate Transparency Act, many small businesses (including LLCs and corporations) are required to file a beneficial ownership Information (BOI) report with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN).
In addition to the initial filing, these businesses must also file changes to the reported information, such as a business name change.
To help determine your business’s Beneficial Ownership Information filing status, take our quiz.
For more information on how to file, visit: Beneficial Ownership Information Report
Notify other agencies and update licenses and permits
In addition to notifying the IRS, you must contact your state’s Department of Revenue and other county, city, or town agencies of your LLC’s name change. For example, you may need to update your business licenses and permits or cancel existing licenses and apply for new ones.
Register your LLC’s name as a trademark (optional)
If you want to protect your new name against infringement, you can register for a trademark with the USPTO. Alternatively, use the services of an intellectual property or trademark registration lawyer.
Notify vendors and update business accounts
Don’t forget to notify those you do business with, including vendors, suppliers, and financial institutions. These may include:
- Banks and credit card companies
- Vendors and suppliers
- Insurance carriers and brokers
- Utility providers
- Loan and mortgage companies
- Landlord and tenants
Update marketing materials and notify customers
Finally, plan to update your branding and marketing materials, including website, social media, signage, marketing templates and materials, invoices, letterheads, business cards, marketing merchandise, email addresses and signatures, and more.
Plan a marketing blitz to let your customers, prospects, and local media know about your name change.
Let BizFilings help you every step of the way
Are you considering a business name change? BizFilings is here to assist you in making the transition in full compliance with state and local regulations. Our services include determining your eligibility for a name change in all relevant states, preparing and filing amendment documents, and guaranteeing a seamless and quick name amendment process. Learn more about our Name Amendment Filing Service.
