Along with deciding whether your company will operate as a Sole Proprietorship, Limited Liability Company (LLC), General Partnership, C Corporation, or S Corporation, selecting the right name for your new business is an important early step.
And while choosing a name might sound like an easy, straightforward task, it’s imperative that you spend some time and effort making sure you follow the rules laid out by your state. One of the most important tasks is to make sure the name you choose isn’t already taken.
Taking a name that’s already in use can result in confusion, or worse yet, legal issues. If another business is already using a name that’s the same or very similar to what you choose, that business can take legal action to stop you from using the name. This is particularly true if the other business is in a similar industry or the same geographic area. Fortunately, a business search can ensure the name you pick will be yours alone, as well as in compliance with other state guidelines regarding business names.
Why Performing a Business Search is So Important
Believe it or not, a lot of rules apply to choosing a business name and they vary significantly from state to state. You’ll need to choose a name before you can file with your state to form an LLC or Corporation, as the name must be included in the filing paperwork you’re required to submit. Your legal business name must include certain, required words, and cannot include any words that are prohibited. Also, as you’ve already read, the name of an LLC or Corporation cannot be the same as another LLC or Corporation that’s registered with the same state.
Most states require that the name of an LLC or Corporation include an indicator of the business entity, such as Limited Company, L.L.C., or Limited Liability Co. for LLCs. The names of corporations must include words such as Corp., Inc., or Co.
You cannot include words in your business name that imply you are a regulated industry, such as a “bank,” “credit union,” or “insurance company.” You also can’t include words such as “municipal” or “state” that suggest your business is part of a government structure. Also, a state can prohibit words it considers inappropriate, such as swear words.
If your business is a Sole Proprietorship or General Partnership you are not required to register with the state, but it’s likely you’ll still need to have a name on file before you can open a business bank account.
Assuring you choose a business name that’s not only legally acceptable in the state where you’re registering your company but also one that is compelling to potential customers is not a simple task. Conducting a business search before you attempt to register your business can minimize the possibility that you’ll choose a name already in use.
Why You Need to Conduct a Search in Multiple States
In most cases, the name of your company can’t be the same as another business that’s registered in your state, so a search to check on names already in use in your state is essential.
If you’re dreaming big and plan to expand your business into other states, or even nationally, you’ll need to register the name of the business in every state in which you’ll operate. A business that operates in the state in which it was formed is considered a domestic business, while one that operates in states other than the one in which it was formed is considered a foreign business. So, if your LLC is registered in Michigan and you expand it into Ohio, it is considered a domestic LLC in Michigan and a foreign LLC in Ohio.
If you’re expanding your LLC or Corporation into another state or states, you’ll need to register as a foreign LLC or foreign Corporation, making sure to do a business search in each state to ensure the name of your business isn’t already in use.
You also should consider doing a trademark search if you’re planning to do business in more than one state, as a business name that’s been trademarked is protected in all 50 states. Inadvertently registering as the same name in any state can result in legal action.
CorpNet can Perform a Free Search For You
Our Corporate Name Search tool provides an easy-to-use and free option to research the availability of a business name.
How to Conduct a Business Search
If you plan to choose a name for your company and conduct a business search on your own, start by logging onto the website of your state’s Secretary of State or equivalent department. If you’re going to register your business in a state other than your own, you’ll need to visit the appropriate department in that state.
You’ll be able to read all the rules and restrictions that apply to business names, enabling you to make sure the name you’ve chosen meets the guidelines. You’ll also need to conduct a corporate name search to make sure the name hasn’t already been claimed by another business. You can simplify this process by using CorpNet’s free Corporate Name Search tool to determine if the name you’ve chosen is available.
A trademark search is conducted through the United States Patent and Trademark Office’s website. The site includes tutorials and guides to assist you with your search, which includes both registered and applied-for trademarks. CorpNet offers a comprehensive trademark search that can save you time and make sure you get a complete and accurate report on trademarks and related topics.
As noted, the name of the agency you’ll need to access to conduct a business name search varies from state to state. We’ve provided links to the site for each state from which you can conduct a business search:
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
- Washington, D.C.
Why You Might Need a DBA
If your business operates as a Sole Proprietorship or General Partnership, the legal name of your business is—by default—your full name or the full names of you and your partners. If you want a name for the business that’s different from your legal name, you’ll need to register for a DBA (Doing Business As) to get your business registered and in compliance.
The document you file for a DBA has different names depending on the state where you register your business. Some states call it an application for a fictitious name, others a Certificate of Assumed Name, and others a trade name certificate.
If your business is an LLC or Corporation and you want to operate it under a name that doesn’t include the LLC or Corporation designation, you’ll also need a DBA. The name you file the business under must contain the designation and is the name you’ll use on tax returns and other official documents, but you’re free to choose a DBA to use for day-to-day operations such as advertising, renting business space, or opening bank accounts. If the legal name of your business is Waterfall’s Edge Landscaping Services Limited Company, for instance, you could get a DBA as Waterfall’s Edge Landscaping.
In most cases, you’ll register your DBA with the county in which your business is located. You may be required to advertise your DBA name in a local newspaper or legal publication to let the local government and public know your business is operating under an assumed name and who owns the company.
Getting It Right
If I could offer a bit of advice before you start your business search, it’s to be absolutely certain you’re not at risk for legal complications by inadvertently choosing a name that’s already in use or has been trademarked. Choosing the right name for your business and getting it registered is an exciting part of being an entrepreneur, and it’s important to get it right.
