How to change an LLC name
What do you file to change the name?
The name lives in the formation document, so you change it by amending that document. Delaware's LLC Act says a certificate of amendment has to contain the name of the limited liability company and the amendment itself, and that the certificate can be filed at any time for any proper purpose. Texas uses one form for every kind of amendment, Form 424, where you tick limited liability company and, if the amendment changes the name, state the old name and not the new one. California has a form of its own, Form LLC-2, Amendment to Articles of Organization.
New York's certificate of amendment asks for both names: the name of the company and, if it has been changed, the name under which it was formed. The old name stays in the public record either way, which is what lets a bank or a court follow the company from one name to the next. Articles of organization covers what the original filing said.
What does a name change cost?
Florida charges $25. Its fee statute has no line for an amendment, so the filing falls under filing any other limited liability company document. California charges $30 for Form LLC-2, plus $5 if you want a certified copy and a $15 special handling fee that applies only when you hand the form over in person. New York charges $60 for filing a certificate of amendment. Wyoming charges $60 for an LLC amendment.
Delaware is the expensive one. Its statute sets $180 for a certificate of amendment and adds a $40 courthouse municipality fee to each instrument filed, so $220. The exception there is an amendment that changes only the registered office or agent and is captioned that way, which costs $50. We can file the amendment for you in any state, with the state's fee on top.
Does the new name have to be available?
Yes. The state applies the same name rules it would to a new company, starting with the ending. California says the name must contain an LLC identifier such as LLC or L.L.C., and that LLC will be added if it is not included. Texas says the name must contain an organizational designation or an accepted abbreviation of one.
It also has to be distinguishable from the names already on the state's records. Search before you file: start with your state's business search, then run a trademark search, because a state accepting a name says nothing about trademark conflicts. How to check if a business name is available runs through both. If the name is settled but the filing is not ready, most states will hold it, and Delaware charges $75 to reserve a name.
Who has to approve it?
Your own documents decide, and the state takes your word for it. Texas has the filer affirm on the form that the amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity. California's form is signed under penalty of perjury by someone affirming they are authorized by California law to sign.
So read the operating agreement before you file. If it says a name change needs the written consent of every member, get that in writing and keep it with the company's records, because nobody at the state will ask to see it. A single-member LLC has nobody else to ask.
When does the new name take effect?
Usually the moment the state files it. Delaware's statute says a certificate of amendment is effective at the time of its filing with the Secretary of State, unless a later date or time is given in the certificate.
Texas puts three choices on the form: effective when the secretary of state files it, effective on a later date that is not more than ninety days from the date of signing, or effective when a future event happens, in which case you also state the ninetieth day after signing. A later date is worth using when the name should change on the first of a month or on the day a new site goes live.
How do you tell the IRS?
Not with a new EIN. The IRS says you do not need a new EIN if you just change your business name or address, so the number you have carries over. It does note that in some situations a name change may require a new EIN or a final return, which is the case when the business itself changes rather than its name.
The IRS lists the steps by kind of business rather than by LLC, so follow the line for the return your LLC files. An LLC taxed as a partnership marks the name change box on Form 1065, page 1, line G, box 3. One taxed as a corporation marks it on Form 1120, page 1, line E, box 3, or on Form 1120-S, page 1, line H, box 2. If the return for the year is already in, you write to the IRS at the address where you filed it, signed by a partner or a corporate officer. A single-member LLC with no election reports on its owner's return, which is the IRS's sole proprietor line: write to the address where you filed, signed by the business owner or an authorized representative. Single-member LLC taxes covers which return that is.
What else carries the old name?
A trademark, if you own one. The USPTO records a change in the owner's name through its Assignment Center, with a cover sheet and, depending on the change, supporting documents, under trademark services fee code 8521. An online request is recorded in less than a week and a mailed one within 20 days, and the result shows in the Trademark Status and Document Retrieval system.
Then everything that reads your name off a state record: the bank, the licenses, the state tax accounts, the insurance. Most of them want the filed amendment or a certificate of good standing in the new name. Watch for changes that are not amendments at all. California makes you file Form LLC-12, the statement of information, to change the company's address or the name or address of a manager or agent, not Form LLC-2.
Should you file a DBA instead?
If you only want to trade under a different name, a DBA leaves the legal name alone. The company keeps the name on the state's record, its EIN and its bank account, and the new name is registered on top of them. That is the cheaper route when the legal name still works on contracts and the change is a branding decision.
An amendment is the right call when the legal name itself is the problem: a former partner's name in it, a misspelling the state recorded, or a name you have agreed to stop using. What a DBA is compares the two, and DBA by state shows where each state takes that filing.
Questions
How much does it cost to change an LLC name?
The state's fee, and only that if you file it yourself. Florida charges $25 under its line for any other limited liability company document, California $30 for Form LLC-2, and New York and Wyoming $60. Delaware's statute sets $180 for the certificate of amendment and adds a $40 courthouse municipality fee, so $220.
Do I need a new EIN if I change my LLC's name?
No. The IRS says you do not need a new EIN if you just change your business name or address. It adds that in some situations a name change may require a new EIN or a final return, which is about a change to the business itself rather than to its name.
How long does an LLC name change take to take effect?
Delaware's statute makes a certificate of amendment effective when the Secretary of State files it, unless the certificate names a later date or time. Texas lets you pick the filing date, a later date not more than ninety days after signing, or a future event.
Do I have to update my operating agreement?
The state does not take it, but the agreement names the company, so update it and keep the members' approval with it. Texas has the filer affirm on the form that the amendment was approved in the manner required by the entity's governing documents, which are usually that agreement.
Does changing my LLC's name affect my trademark?
The owner name on the USPTO record has to be updated. The USPTO records a change in the owner's name through Assignment Center, with a cover sheet under trademark services fee code 8521. Online requests are recorded in less than a week, mailed ones within 20 days.
Can I change the name of my LLC to one another company uses?
Not if it is on your state's records already, because the new name has to clear the same check a new company's would. It also needs the LLC ending: California adds LLC if the form leaves it off, and Texas requires an organizational designation.
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Sources
- IRS: Business name change
- IRS: When to get a new EIN
- Delaware LLC Act, sections 18-202 and 18-206
- Delaware LLC Act, section 18-1105
- New York LLC Law section 211
- New York LLC Law section 1101 (fees)
- California Secretary of State: Form LLC-2, amendment to articles of organization
- Florida Statutes section 605.0213
- Wyoming Secretary of State: business division fee schedule
- Texas Secretary of State: Form 424, certificate of amendment
- USPTO: Trademark assignments