By: Ryan C. Young | Attorney
When you first opened your business selecting your name was far easier than registering with all the legal entities that you had to notify of your existence. When you change your business name there are a number of legal issues that have to be addressed, including many things you did when you first formed you company. Doing your name change for your small business in a logical order is the best tactic to make sure nothing is overlooked.
Following are the major legal considerations and agencies that you need to notify of your small business name change.
Virginia State Corporation Commission’s Office
If you are a corporation or LLC, you may recall that when you registered your business the first time you had to check with the State Corporation Commission’s office that the name you selected for your business was available. The same search should be performed before you attempt to register your new business name as the new name will not be permitted if another corporation or LLC has selected the identical name or one that is very similar to the new name you have chosen. Once you have completed the search will have to file the appropriate state form with the State Corporation Commission to register a new corporation or LLC.
Rights in the Name of the Business
Even if your name is approved by the State Corporation Commission, it is not a guarantee that the new name you have chosen is not a trademark infringement. Once the name has been approved by the State Corporation Commission’s office you need to run a search at both the federal and state level, usually by using an online service. The search will tell if your new name will infringe on the trademark rights of an existing company. For example, if you choose to rename your restaurant “Joe’s Fish Shack” there is a strong possibility that you will not be able to earn a trademark because of the rights held by the restaurant chain known as “Joe’s Crab Shack. If your search clear is the new name you can file an application with the United States Patent Office for federal registration of the new name as a trademark.
In addition, there are common law rules that do not allow you to simply open up shop across town under the same name as an existing business. Many a legal suit over a name has been litigated because of this very issue.
United States Internal Revenue Service
The United States Internal Revenue Service must be notified of the change in your business name. Who makes the notification is dictated by the type of business. A sole proprietorship must submit a written notice of name change to the address where the tax return is filed; it must be signed by the business owner. A corporation or partnership simply checks the box on the current year tax return that indicates return is being filed under a new name. Another method is to send a letter to the same address as where tax returns for the business are filed. Either document must be signed by a corporate officer who designated partner.
Authorities at the Local and State Levels
If you filed a “doing business as” also known as a “fictitious name” through your local government office four-year-old name, will have to do the same. In Virginia, you may have to register in your local Circuit Court as well as local government. Don’t forget to also notify state and local tax agencies and if necessary file new tax registration certificates including vendor licenses, sales permits and a local government permit to conduct business.
Banks, Creditors and Other Financial Institutions
Notify any creditors and your bank or banks of your new name. Your financial records have to be named accurately so that tax filings are correct, documents are correctly identified should you seek a loan and your payroll will be conducted properly.
Many a small business owner would rather hire an attorney to deal with legal issues of name change as their time is better spent running their business. Having an experienced Virginia small business attorney do the work is affordable and quicker than tackling the job yourself.
Once you have completed all the legal steps above you are not done.
Make sure that all your forms from letterheads to invoices have your new name. If you use promotional items such as pens or calendars discard or donate the ones with the old name and replace them with giveaways that reflect your new name. Make sure all advertising materials have the correct name–including your website, Google plus page, Facebook fan page, Twitter account and any other directory websites where your business has a presence.
Don’t forget to notify your customers and clients that your name has changed too!
Ryan C. Young assists small business owners in Virginia.
Law Office of Ryan C. Young, PLLC | Small Business | Attorney | Richmond, Virginia