Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 23

Assuming that your name does not trigger a conflict with a registered or unregistered trademark, you should then search an online database of LLC and corporate names with the secretary of state in the state in which you intend to organize. You must search for both LLC and corporation names. Why? Because an “Inc.” or an “LLC” designation at the end of an entity’s name is not sufficient to distinguish between two companies; in most states, the secretary of state will not register an LLC with the same name as an existing corporation or a corporation with the same name as an existing LLC. For example, the secretary of state may not allow you to register “First American, LLC” if “First American Corp.” is already registered. This decision will be a matter of secretary of state policy and will vary; contact the secretary of state’s office if you wish to pursue the matter.

Nearly all secretary of state web sites offer free searching of existing corporate names. See the State Reference Information on the accompanying CD for information on locating the secretary of state’s web site in your state of incorporation. Alternatively, some secretary of state offices offer informal searches over the telephone, but searching a database is always preferred.

Your LLC’s name must not be confusingly similar to the name of any existing LLC or fictitious name registered to an LLC or any other business entity. A fictitious name is a trade name. For example, Publishing Services, Inc., an Oregon LLC, does business as PSI Research. The name “PSI Research” has been registered as a fictitious name with the Oregon Secretary of State.

States differ in their interpretations of what is “confusingly similar.” For some states, the phrase is synonymous with “identical.” In other states, even minor deviations are not permitted. For example, the names “AAA Body Shop” and “AAA Body Repair” would be considered confusingly similar in some states and not in others.

Your LLC’s name should reflect LLC status. Most states require at least some sort of LLC identifier. Perhaps more important, you should always hold your company out to the public as an LLC to ensure maximum liability protection. Therefore, your LLC’s name should include one of the following terms:

• Limited Liability Company

• LLC or L.L.C.

• Some states allow “Limited Company” (Florida) or LC. I’d recommend avoiding any designation other than LLC or Limited Liability Company.

Your LLC’s name should not include any of the following terms, which are usually restricted by state and/or federal law, unless your LLC meets the legal requirements for such terms:

• Bank

• Trust or Trustee

• Insurance

• Investment and Loan

• Thrift

• Doctor, Medical, Dental, and the like

• Mortgage

• Cooperative

• Olympic or Olympiad

▼ Expert Tip

As we’ll learn in later chapters, the cornerstone of LLC liability protection is the degree of legal separateness between LLC and owner. For this reason, it may be unwise to use your personal name in the name of your LLC (e.g., John Jones Construction, LLC). Such a use implies a strong connection between owner and LLC and erodes the all-important separateness.