When you first started your business, you probably did not have any idea how things would turn out. Your California business may change over time, and your clients may not be the kind of market you thought they would be. These changes may have caught you off guard. Whether it comes with excitement or nerves, ups, and downs, the progress of rebranding your business can come with an inevitable dilemma: changing your LLC’s name.
A Change in Your LLC’s Name: When You May Need to Legally Change Your Business Name
You Have Added Products or Services Since You First Started Your Business
After years of business, you might have a change of heart or change of products or services to be specific. Finally figuring out who you are and what you can provide is a long process, and now that you’re here, you want to embody that by changing your business name.
For example, you may have been engaged in kitchen and bath renovation, and business has been good. Then you decided to expand and provide an all-out home construction service. But you’re LLC is still named ‘Top Notch Kitchen and Bath’. It doesn’t sound like a home construction company does it? To avoid misleading your customers, a change in your LLC’s name can help.
Your LLC’s Name Is Too General and Vague for Potential Customers
This is the mistake of experts who want to specialize in one service or field. If you’re a consulting firm specializing in marketing, you might want to make that obvious on your LLC name. “John Smith Consulting, LLC” leaves too much to the imagination. Don’t make it hard for your customers to guess and imagine what you do.
There Are Many Other Reasons to Change Your LLC’s Name…
Your LLC’s name is your identity, so it comes as no surprise that there are many potential reasons business owners consider changing their name.
- If you’re trying to avoid being associated with something negative or illegal
- Your LLC name is outdated
- Your LLC name consists of partners’ names that are already dead
- Your LLC name is hard to remember, spell, pronounce, etc.
Whatever the reason might be for changing your LLC’s name, the name change must be done properly. So how do you go about the change of an LLC’s name in California?
Essentials of Changing an LLC’s Name in California
As with any legal process, there are large and small details within the laws for changing an LLC’s name. Both the minute and the major parts of the legal paperwork and process are important, and so require help from a specialist who really knows all the ins and outs of the law.
However, there are a few essential principles that you, as the business owner, will want to know about so you can understand the path you will be taking.
File the Form LLC-2 with the California Secretary of State
California state requires business owners who wish to change their LLC name to be notified within 30 days of the date of the change. This can be achieved by filing an amendment.
The form LLC-2 or Certificate of Amendment can be downloaded online from the Secretary of State website. After downloading the form, fill them in and print it.
Fill in Your LLC’s Current Name
Form LLC-2 requires you to enter the current name of the LLC. You need the exact name of the LLC as it appears on your Articles of Organization. Make sure to include the entity Identifier (LLC, a limited liability company).
Fill in Your Proposed LLC Name
Form LLC-2 also requires you to enter the new LLC name exactly as you want it to appear on the official records including the entity identifier (LLC, a limited liability company).
Remember to put in a name that’s not only catchy but also tells potential customers what your business is about. Don’t make people think about what you do and make it easy for them to remember your business.
How do you find out if your proposed LLC name has already been taken?
Choosing a business name that represents you and your brand is already difficult, but now you have to worry about its availability too. Here’s what you can do:
- You can fill out a name enquiry letter and mail it to the Secretary of State of State’s Sacramento office.
- You can also go to the Secretary of State website to do an online availability check of your proposed LLC name.
Note: this online checking is only a preliminary check and is not conclusive of the name’s availability.
Legal Requirements for an LLC Name in California
The California Revised Uniform Limited Liability Act requires the following:
The name shall contain the words “limited liability company,” or “LLC.” “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.”- The name of an LLC shall not be a name that the Secretary of State determines is likely to mislead the public.
- The name shall not include the words “bank,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.”
- The name shall not include the words “insurer” or “insurance company” or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
Filing Form LLC-12 or Statement of Information
The form LLC-12 or Statement of Information (SOI) helps the state, keep track of basic information about your LLC. This includes your addresses, agents, members, and managers.
When should you file the LLC Statement of Information?
Form LLC-12 must be filed with the California Secretary of State within 90 days after filing the Articles of Organization and every two years thereafter during the applicable filing period.
Why do you need to file the Statement of Information before changing the name of the LLC?
Businesses in California are required to file LLC-12 or SOI in case any of these details have changed since the last filing:
- The name of the company
- Address
- The name/address of its agent
- Type of business
- The name/address of CEOs, members, managers
Since you want to change your LLC, look into form LLC-12 to complete your legal requirements.
What is the consequence of failure to file the Statement of information (SOI)?
Uh-oh. Late submission or failure to file the Statement of Information (SOI) may result in the rejection of the application of change of LLC name. You may also be subject to a penalty fee, and the secretary of state has the right to suspend your/forfeit your entity’s powers, rights, and privileges.
Fortunately, not all is lost. You can request a waiver of the late filing liability by submitting a Request for Waiver of Liability. It is worth noting, however, to file this form within 30 days of receiving a liability notification.
How can you file the statement of information?
Filing of the Statement of Information can be done online.
The completed form along with the applicable fees ($30) can be mailed to the Secretary of State, Business Entities Filings, P.O. Box 944228, Sacramento, CA 94244-2280.
A $15.00 counter drop-off fee is required if you submit in person. A request can be submitted in person for the expedited filing of a document for a specified non–refundable fee.
When Changing Your Business Name in California, Follow the Legal Process While Considering the Marketing of Your Brand
An identity crisis involving your business is overwhelming, it can even be scary, but this is an opportunity for growth. This is the time to rediscover who you are and what you represent. Now that you have decided to change your LLC’s name, you are one step ahead of rebuilding your brand.
The legal process of changing your business name can be confusing and intimidating. At Incorporation Attorneys, we can help you manage your corporate documents, making them hassle-free for you and your business.
Contact us today and we can start discussing the best option for you.
