So, you have decided to incorporate your limited liability company in Delaware. What is the next step? The next step is to give your US LLC a name that complies with Delaware’s business naming regulations.
Not understanding the rules can lead to wasted effort, especially if you’re trying to invent a name that will be rejected or that violates an existing trademark. And no one enjoys being rejected, or being sued.
This guide walks you through the steps of naming a Delaware LLC and provides important information about naming your Delaware LLC, with some nuances and tricks rarely mentioned elsewhere on the Internet.
Note: If you want to register your LLC in Wyoming or Florida, do not read this article and instead read here
Choose the name of your business wisely. Your company name represents the permanent image of your company.
The following are general guidelines to consider when naming your Delaware LLC. In general, these state naming requirements apply to all LLCs, regardless of their state. These naming conventions must be considered as they will affect the name of your US LLC.
Most states won’t allow LLCs to be formed with names that include:
The Delaware state statute has certain naming conventions and restrictions for naming your US LLC in addition to the general rules above.
Your LLC name should not be identical to the names of existing companies in the database of the Delaware Division of Corporations.
It is better to have 4-5 suitable names in mind for your new business, as there are nearly a million businesses in Delaware, and it can sometimes be difficult to find a good suitable name that is also available.
You can use the following suffixes (Also known as designators) as the ending for your company name:
As you can see, you are spoiled for choice, but we generally recommend the first three at the top of the list, namely “Limited Liability Company”, “L.L.C” and “LLC”.
Your US LLC name may also include the name of the member or manager of your LLC.
The name may contain foreign language terms, but you must provide the meaning in English at the time of filing.
Some words are gated and require additional supporting documentation. These include words such as “bank” and “college".
The Delaware Division of Corporations announced a new regulation (23 DE Reg. 323) on business entity names in the October 2019 issue of the Delaware Register of Regulations. It is important that you consider this new regulation when naming your Delaware LLC.
Your LLC name could not contain words that are:
Under the rules of most states, you cannot name your business similarly to another if the only difference in the name is singular or plural.
For example, if there's a company called "Hindsight Technology LLC," you can't name your LLC "Hindsight Technologies LLC." In the eyes of the authorities, this makes no difference because these names are far too similar and singular and plural mean little difference in many states. This is called the "deceptively similar" rule
In Delaware, however, the state uses a different rule known as "Distinguishable upon records". The mere change of a word from singular to plural or vice versa is sufficient to make the name distinguishable.
For example, if there’s a company named “Perfect Life LLC”, you can name your Delaware LLC “Perfect Lives LLC”. Although you can do this, we recommend that you come up with a unique name so as not to confuse the public and your customers.
So, you have a name in mind for your LLC. Good! The next thing you need to do is to check if the name is available.
To check if your LLC name is available, you could enlist us at StartFleet or you could visit this business name availability search tool of the Delaware Division of Corporations Website
If your name is available, you can reserve it online for up to 120 days if you wish. You may also fax or submit a name reservation form to the Delaware Division of Corporations. The fee for the LLC name reservation is $75.
Name reservations are not essential to US company formation, but they will ensure that the name you choose will be available for 120 days after you submit your application.
There is another name search tool on the Delaware Division of Corporation’s website, which allows you to search for all business entities registered in the state of Delaware.
Related reading: Advantages of Delaware LLC
What if another company with a similar name already exists in another state? Even if it is possible to register the name in Delaware, it may be a poor decision to use it.
It is strongly discouraged to choose names that are similar to those of well-known companies. Apple, Tesla, and Ford are very protective of their brand names and trademarks. You risk incurring their wrath if you register a name in Delaware that is very similar to a name they have already trademark-protected
If you want to use a particular business name, do a Google search and see what you can find. Check to see if anyone else has used this name or one similar to it and see if you can find it.
This is because a trademark is registered at the federal level and is therefore valid nationwide. You must be careful not to infringe on another company’s trademark or service mark when naming your Delaware LLC, even if the name in question is not registered as a business name in Delaware.
Your US LLC name is your formally registered legal name with Delaware state, and you know by now that you must register the name with the Delaware Division of Corporations and no other business in Delaware can use your name. As long as your name is different from another business name in Delaware, your name will be recognized.
On the other hand, a trademark is not a name per se, but a property. A trademark is a word, slogan, symbol, design, or combination thereof that identifies and distinguishes your company’s brands, goods, or services from those of another company. The main purpose of a trademark is to avoid consumer confusion by ensuring that two similar businesses do not use the same name or symbol.
You protect your business name or brand by filing a trademark application with the U.S. Patent and Trademark Office (USPTO). If your trademark registration is approved, you can legally protect your business name or brand name in the categories you choose throughout the United States. You could also just apply for trademark registration at the state level, but most people usually apply for them at the federal level.
Do a quick search of the United States federal trademark database at the website of the United States Patent and Trademark Office if you want to ensure that you are not infringing on another company’s trademark with your intended business name.
Well, yes, and no. Registering a trademark is important for a serious business, but if you are just starting out, we would advise you to simply register your US LLC and begin doing business immediately. Trademark approval can take up to a year, and you must first use your brand name in public before you can file a trademark application with the USPTO. Furthermore, registering a trademark is not within the purview of the Secretary of State, and your Delaware Registered Agent probably cannot help you with this application, anyway.
Sometimes companies may want to conduct business under a name other than their official company name. In this case, many companies consider operating under a “Doing Business As” (DBA) or “fictitious name” rather than changing their legal name, which may involve more administrative work.
You may operate under a DBA or fictitious name after registering your LLC for a variety of reasons. For example, if you feel that your official US LLC name is difficult for consumers to remember, or that an alternative name better expresses your products or services. The DBA also allows you to use a new name for a new brand or business launched by your US LLC without having to change your LLC name again.
Regardless of the reason, applying for a DBA or fictitious name is typically a simple process that requires only a search of existing organizations to ensure that the desired DBA or fictitious name is not already in use, filing an application with the appropriate government agency, and paying a small filing fee.
In Delaware, there is no DBA filing at the state level. Therefore, you will need to register your LLC’s DBA name reservation in the county where you do business. The three counties in Delaware are New Castle County, Keny County, and Sussex County.
The filing fee for a DBA application is $25. You complete the Registration of Trade, Business & Fictitious Name Certificate form and mail it to the Prothonotary’s Office in your county. The DBA application form for all three Delaware counties is identical.
Prior to submitting the DBA application, you must complete a name check on the website of the Delaware Divisions of Corporation like how you did when you registered your LLC.
To learn more about DBA and Trade Names, we wrote a detailed guide on how to use DBAs and why do you need it
Related Reading: Delaware vs Wyoming LLC
We are glad you have made it this far, but this is just the beginning of your journey to building your online empire with a US LLC. If you have any questions and want to register a US company, please follow the rest of the articles in this guide or contact us at hello@startfleet.io.
StartFleet helps you with your US Company formation. Apart from helping you to register a US company we offer a lot more:
Kathleen Schweitzer is an international taxation expert, providing strategic counsel to businesses with complex compliance, tax and financial issues in an effort to help them grow their business globally. She often gives lecture on U.S. tax developments, transfer pricing, taxes on the sale of goods and services, U.S. tax policy development, taxation of internet commerce and multi-jurisdictional global tax planning. Kathleen enjoys reading, photography, cooking and spending time with her husband and eleven-year-old daughter.
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