You probably know that your Limited Liability Company (LLC) can’t have the same name as another business in your state, but what about a business in a different state?
That’s a question you’ll need to think about if you’re considering expanding your LLC into other states. An LLC is required to be registered in every state in which it conducts business, meaning you’ll need to perform a name availability search in each one.
Remember that rules regarding business names vary from state to state, so it’s important to check with the Office of the Secretary of State or comparable agency’s website before registering your business name in another state.
How to Register Your LLC in a Different State
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.
Getting 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 where 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 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.
If the name 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.
Free Business Name Search
Our Corporate Name Search tool provides a free way to research the availability of a business name across all states.
About Trademarks
To make business names even more complicated, there’s the issue of trademarks. A trademark is a particular word, phrase, logo, slogan—or even a sound—that identifies a product or service and legally distinguishes it from other products or services of its kind. Highly recognizable trademarks include Coca-Cola, McDonald’s golden arches, Nike’s swoosh, and American Express’s “Don’t leave home without it.”
A business name that’s been trademarked is protected in all 50 states, preventing other businesses with similar purposes from using the name in any state. If your LLC is planning to conduct business in a state other than where it was formed, you should conduct a trademark search through the United States Patent and Trademark Office.
The office’s website includes tutorials to help with your search, which includes both registered and applied-for trademarks. Or you can get a professional to conduct a comprehensive trademark search for you, saving you time and making sure you get a complete and accurate report.
A Final Thought
Putting in the necessary work to make sure you understand the rules pertaining to business names in every state in which 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.
