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.