- Hi everyone.
I'm attorney Aiden Durham with 180 Law Co. in Colorado
and welcome back to All Up in Yo' Business.
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In this episode of All Up in Yo' Business
I'm going to explain how you can go about
changing the name of your business.
But first don't forget to like, subscribe, and share,
and check the description for links
to additional information and resources.
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Okay, now onto changing your business name.
There are a lot of reasons you might want to change
the name of your business.
Maybe you've grown tired of your business name
or you've changed the types of products or services
that you offer and your business name no longer, you know,
really reflects what you're doing,
or maybe you didn't do a thorough enough search
before you started your business
and now you find yourself
in some kind of a trademark infringement issue.
Or maybe you're like me and you named your business
after yourself then got divorced
and now you wanna change your business name
from the Law Office of Aiden H. Kramer to 180 Law Co.
Whatever the case may be, for a lot of small businesses
there will come a time when you decide
it's best to change the name of your business.
First word of warning.
As with most things having to do with your business,
every state is different.
The rules and procedures for changing a business name
will at least be slightly different in each state,
and states use different terminology,
the names of forms and terminology used in the forms
will be different.
So just know that the stuff I'm talking about
is generally true for all businesses,
but the specific details and process
may look different for you.
If you're operating as a sole proprietor,
this is usually a very easy thing to do.
Let's say you're a sole proprietor,
so you're running a business on your own
and have not registered as an LLC or a corporation
and you've been doing business under your legal name.
If you want to change that
and do business under a different name or brand,
it's really just a matter of filing
a trade name or DBA registration
for the sole proprietorship.
You would do this by filing the appropriate form
with the secretary of state's office in your state.
In Colorado this form is called a statement of trade name.
But like I said, other states will call it something else.
Or let's say you are already operating
under a DBA or a trade name that's not your legal name.
If you decide you want to do business
under a different name, again,
it's really just a matter of registering
that new DBA or trade name.
So just like with the first example,
you would file a statement of trade name
or whatever the form is called in your state.
The only difference here is that you will then want
to withdraw the previous trade name or DBA registration.
The process is pretty similar
if you have an LLC or a corporation
and you're operating under a DBA or trade name.
LLCs and corporations are committed to operate under a name
which is different from the name of the LLC
or the corporation.
Just like with sole proprietors
the LLC or corporation would file a statement of trade name
to register the DBA.
Then if you want to later change that
you would file another statement of trade name
to register the new DBA,
then withdraw the previous registration.
You can use this same approach if the LLC or corporation
is not currently operating under a DBA.
If you want to change the name
that your business is operating under
or your business' brand, you can do so
by registering the DBA or trade name of the LLC.
A few important things to note here.
First, it's important to understand
the difference between the entity's name
and a DBA or a trade name.
A DBA does not actually change
the name of the entity itself.
A DBA means "doing business as",
so it quite literally means that the company
is doing business as a different name.
An LLC or corporation can have multiple DBA registrations.
It's not like you're limited to just one.
So when I say that a company can change its business name
by registering a different DBA or trade name,
I really mean that you can change the name
that you're doing business under,
but you're not actually changing the name of your business.
Second, the forms that you'll use
may be different if you're registering a DBA,
a foreign entity,
versus registering it for a sole proprietorship.
In Colorado, for example, we would use
the statement of trade name of an individual form
for a sole proprietor
and the statement of trade name of a reporting entity
for an LLC or a corporation.
Again, the specific forms
are gonna be different in every state.
The process is a little different
if you're operating as an LLC or corporation
and wanna actually change the name of the entity itself.
I mean actually changing the registered name
of the LLC or corporation,
not changing or adopting a new DBA or trade name.
First we need to check
the company's operating agreement or bylaws
to see if there are any specific requirements
or instructions or anything related
to changing the company's name.
For example, many LLC operating agreements
will require that the members consent to the name change.
If your company's operating agreement or bylaws address it,
then you need to do whatever they say.
Most often they'll say something
like the company may conduct business under any name,
which the members determine,
and there will be some kind of requirement
for either a majority or a unanimous vote.
If that's the case then it is important
to document that vote so you can easily demonstrate
that you have complied with the operating agreement.
This is typically accomplished
with meeting minutes or a written consent
in lieu of a meeting.
Even if your LLC's operating agreement or corporate bylaws
don't address the name issue,
your state's laws most likely do.
Every state will require some form of consent
by the business' owners or officers
in order to change the business' name.
Check the description, by the way.
I am going to link to a sample written consent
in lieu of a meeting so you guys can get
a better sense of what that is.
So once we've got the consent portion out of the way
we can actually get to changing the name.
We'll typically do this by amending
the LLC's articles of organization
or the corporation's articles of incorporation.
This, by the way, is why the states require consent
to change a business name.
We're not just changing a name.
We're changing the company's formative document
which governs the entire existence of the company.
In Colorado, we would file amended
or amended and restated articles of organization
with the secretary of state to change the name of an LLC.
Again, the exact name of the form
is gonna be different in different states,
but the idea is that you wanna look for the one
which allows you to amend the articles of organization
or the articles of incorporation.
Filing the amended articles of organization
or incorporation will affect the name change
as far as the secretary of state goes.
You'll want to make sure you also amend
your operating agreement or bylaws
to reflect the new name as well.
Anytime we talk about business names,
we also have to talk about trademarks, of course.
While it is relatively easy to change your business' name,
it is not quite as easy
when it comes to changing a trademark.
You cannot change a trademark that's already registered
with the United States Patent and Trademark Office.
Really, you can't change a trademark at all.
Very similar to DBAs,
a trademark is not the registered name of the business.
A trademark in this context is a name
that your business is using,
and a business can have multiple trademarks.
Just like with changing the DBA,
you're really just adopting a new trademark
and getting rid of the old one.
So if you have a registered trademark
and decide you want to operate under a different name,
you would not change the existing trademark registration.
You would have to file a new application
and go through the whole registration process
all over again for the new name.
In most situations you do not need
a new EIN or tax ID number
just because you've changed the name of your business.
As long as the tax classification stays the same,
the IRS doesn't really care about our business names.
But we do still want to notify the IRS about the new name.
If your business is taxed as a sole proprietorship,
meaning you're either operating as a sole proprietorship
or you're a single member LLC
that has not elected to be taxed as an S corporation
or a C corporation,
then you can simply write a letter to the IRS
informing them of the new name.
Where you send the letter
will depend on where you're located.
You'd send it to the IRS at the address
where you normally file your tax returns.
You can do the same thing
if your business is taxed as a corporation,
or you can report the name change on your next tax return.
Corporations use Form 1120 or 1120S if it's an S corp
to report their income.
And there's a check the box section
for name changes on those forms.
You would just put the new name on the tax form
and check that little box
saying that the name of the business has changed.
Aside from the IRS and the secretary of state,
you'll also want to notify any other governing bodies
or agencies of the name change.
This is going to be different for everybody
depending on your business and where you're located
and all of that.
If your city or county requires a business permit,
for example, then you'll want to check
with the city or county about the process
and forms for changing the name with them.
If your profession requires a license,
like cosmetology or real estate or healthcare,
then you may need to notify the licensing body, too.
Or if you have a payroll or a tax licenses,
then you'll likely need to notify the Department of Revenue
or the Department of Labor in your state.
Like I said in the beginning,
the exact process for changing your business name,
the forms you'll need to use,
and the parties that you'll need to notify about it
will be different in every state and every situation.
That's why it's best to work with an attorney in your state
if you're trying to change the name of your business.
That's all for this episode, folks.
Drop a comment below, let me know what you think,
and don't forget to check the description
for links to additional information and resources,
including that free sample consent form.
And be sure to check the merchandise tab
so you can stock up on all of your AUIYB gear.
Thank you all so much for watching.
I'm Aiden Durham, and I'll see you next time.
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