By Luthien Niland
Do you want to change your company’s name? If your company name is outdated, too complicated, or needs to be changed for some other reason, you must change the name with all government and other entities that have your current name on file. Not only is this important for proper name recognition, but legally you cannot conduct business or sign contracts under a name that is not properly registered.
If you simply want your business to go by an additional name, but you are happy keeping the current legal name on record, you can simply register a new DBA with the county. If you want to change the legal name of the company, however (for example, when “Jerry’s Guide to the Worldwide Web” decided it made more sense to be named “Yahoo”), then the checklist below is a good starting point.
1. Internal Approval
Changing the entity’s name typically requires approval from the decision makers of the organization. This means amending the Articles of Incorporation for a corporation or the Articles of Organization for an LLC. The bylaws or operating agreement of the entity should describe the approval process.
2. California Secretary of State
Next the name should be changed with the California Secretary of State by filing either a Restated Articles of Incorporation or Restated Articles of Organization. This will legally change the name of the entity if it was formed in California.
Note for Delaware entities: If the entity is a Delaware corporation or LLC that is qualified to do business in California, the name must be changed in Delaware first.
To do this, file a Certificate of Amendment to the Certificate of Incorporation (or Certificate of Formation for LLCs). Once the name change is processed, request a “Certificate in RE: Name Change Amendment” using the Corporate Certificate Cover Memo, and submit this Certificate with a signed Amended Statement by Foreign Corporations to the California Secretary of State.
3. IRS
In many cases changing an entity’s name will not require a new EIN, but check IRS Publication 1635 to be certain.
If a new EIN is not required, the entity name may be changed when filing the tax returns for the business, or you can send a letter to the IRS stating the name of the company has been legally changed that includes: a copy of the endorsed Amendment to the Certificate of Incorporation (or Formation), the company’s FEIN, and a mailing address where the IRS can send a confirmation of receipt. The letter must be signed by an LLC manager or corporate officer.
4. Board of Equalization
If the business sells tangible goods in California, the entity must obtain a seller’s permit. As long as only the entity name is changing, not the entity type, you should file the BOE-345 form. If the entity type also changed, you must obtain a new Seller’s Permit and file a Close of Business form with the BOE.
5. Employment Development Department
You can change the entity name with the EDD by logging into your online account and updating your account with the name change.
6. City and County Registrations
The city business license should be updated with the new business name. Contact the city where you business is located to determine what forms must be filed to update the license.
To change the name of a business that registered a fictitious business name (DBA), a new fictitious business name statement must be filed with the county and published in a local newspaper. Contact the county where the business is located for filing instructions.
7. Miscellaneous Organizations
After you have legally changed the name in the entity’s state of incorporation, don’t forget to also change the name with business service providers (i.e. banks, credit cards, payment processing accounts, etc.) and online business listings (i.e. Yelp, Facebook).
For many companies these are the steps necessary to change your business name, but please contact us at (415) 633-6841 or info@bendlawoffice.com to make sure no additional steps are required as each situation is unique.
Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction. Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.