HOW DO YOU GET A BUSINESS NAME FOR A CORPORATION
Selecting a business name for your corporation is one of the first things to consider for any new startup business. It is very important to know how to properly select a business name before taking action. You cannot choose a corporate name that is already in use by someone else or that is too similar or resembles the name already being use by another corporation or other business. Many people run in to problems that cost them time and money to fix later that could have been avoided early on by properly selecting a corporate name.
1, Do A Business Name Availability Search With the Secretary of State.
The first place to start in choosing a corporate name is to check that it is an available business name with the Secretary of State’s office where you plan to incorporate. Most states now have online databases that you can search to see if someone has taken the business name you want. It is best to usually select between 3 and 5 names or variations of the name you like and then search for ones that are available.
However, even if one of the corporate names appears available, that is no guarantee that you may get that business name for your corporation. State offices will often reject corporate names if they are too similar to another name already used by another business, even if not exactly the same. For example, if you want to name your company XYZ Consulting, Inc., and there is already an XYZ Services, Inc., it is possible that the State could reject that name. States sometime allow geographic differences, such as XYZ Consulting of America, Inc., or XYZ Consulting Global, Inc., but others do not. You can find the Secretary of State websites by going to our how to incorporate pages and finding your state’s information.
2. Apply for a Business Name Reservation.
In order to ensure that a name is available you must contact the Secretary of State’s office for your state and check the business name availability. This is different than doing a self-search as suggested above. Contacting the Secretary of State or using the official name reservation system will tell you officially whether that name can be used. Some states allow this to be done online or over the phone, while others require written requests. It may be best to use a corporate service to check the company name for you, and it is often advisable to reserve the name so no one else can take it before you incorporate. Corporate name reservation usually costs a minimal amount and guarantees you that the name is available and that you will have the right to incorporate your business with that name within a certain time period, such as 60 to 90 days. This will give you time to prepare to incorporate your business without worrying whether someone will take the name you want to use for your business.
3. How to register a business in other states.
It is very important to realize that just because you are able to register a corporate name in one state does not mean that you can use that corporate name anywhere else without restrictions. One trap that some corporations fall into is that as they expand they start engaging in interstate commerce and may be required to register their company corporation in another state where it is doing business. This is sometime called corporate registration, or qualification to do business by a “foreign corporation” (meaning a corporation that was incorporated in a different state), or registering a business. This is almost always required when using a Delaware corporation. Because Delaware corporations are so popular for start-up companies and investors, companies will often have their actual headquarters in one state, but incorporate in Delaware. If they do this, they will have to register to do business in the state where their main office is located in addition to incorporating in Delaware.
The corporate name you choose for your business also must be available and not used by anyway one in the other states where you will be “doing business”. For example, if you have a start-up Delaware corporation, with your main office in California, you will have to make sure the corporate name is available in both Delaware and California. Some states have more stringent laws on this subject. For example, in California, the law on registering “foreign” businesses is so broad that even companies without offices there have been required to register. For more information on how to determine whether you are required to register your business in other states, please review our article on how do you register your business in other states. To do a business name search in multiple states you can visit your state page for how to incorporate on our website by going to our main state incorporation page.
4. How to get a Trademark.
Even if a name is available in one or more states to use in your corporation does not mean that someone does not already have a trademark for that name and that if you use the name you could be subjecting yourself to lawsuit. The Secretary of State offices do not run a federal trademark search when you incorporate or register your business in that state. They only ensure that no one else has registered a similar business name in that state. If someone has a federal trademark for the name you want they could force you to change your name, even if you properly registered it as your corporate name in your state The basic trademark question is not whether your business name exactly matches someone’s trademark, but whether there is a likelihood of confusion in the marketplace that someone could mistake your company or your products for someone else’s. Could someone reasonably be confused that your company’s products are related to products of another company? This can even happen where two names are spelled differently, but sound the same when they are spoken.
Problems with trademark infringement often happen long after the corporation has been in operation, has expending marketing dollars on its brand and products, and generated public awareness, only to finally show up on some other company’s radar screen, which immediately contacts their lawyers. The costs of changing a name later on, let alone having to pay legal costs if there is a dispute, could be extremely costly.
If you are starting a new business where you expect to become known nationally or internationally, you should conduct a broad trademark search before becoming too attached to a particular name or incurring significant expenses.
Be sure to check if the name is available as a domain name on the Internet and do a search for other businesses using that name. You may also search the United Stated Patent and Trademark website to see if the name has been registered as a trademark here http://www.uspto.gov/trademarks/index.jsp.
These search methods are easy ways to do a self-search, but they are no guaranteed. It is always best to consult with an attorney before choosing a name for your company, especially if your company will do business across state lines or internationally.
5. Check Out Other Legal Name Requirements for Corporations.
Each state has specific requirements for naming your corporation. Some States require the use of the word “incorporation” or “Inc.” and similar designations in the name. See our articles on how to incorporate and select your specific state for more information. Also, depending on the state regulations of your business, you may be required to including your personal name in the corporation, such as if you are a medical professional, for example “John Smith, M.D., Incorporated.” Specific rules may apply to other professions as well, such as accountants, lawyers, architects, etc. You should check with the governing body for your profession. Most states do not allow you to use specific words related to financial institutions or governmental agencies, such as “bank”, “trust”, or “United States” unless permitted by law.
What is a dba or fictitious business name? Corporations normally use their corporate name as their official business name, so the do not need to obtain a fictitious business name or a dba (doing business as) name. However, some corporations choose to use a dba for marketing or branding purposes, or for identifying different lines of business or business units. Dba’s or fictitious business names are normally used for individuals who are doing business as a sole proprietor and not as a corporation, so they are required to register their “doing business as” name. For information on how to get a dba or fictitious business name, please review our article on how do you get a dba or fictitious business name for your business.