Choosing a Corporate Name for Your Startup Business

Choosing a corporate name is an essential element of forming your own corporation. A corporate name should reflect your corporation’s identity. At the same time, your corporation’s name must comply with your chosen state’s legal requirements. Even if you have a name you have always wanted to use for your corporation, the first step is to determine whether the name is available. The second step is to obtain and use it.

Is the Name You Want Available?

Several Name Choices to Start

It is a good idea to start the process with several choices for your corporate name before beginning research to determine whether the corporate name you have selected is available, because it is very possible that your first choice may be unavailable.

The general rule is that no Secretary of State will allow the filing of Articles (or “Certificate” in some states) of Incorporation if the corporate name is the same as or closely resembles any name on each state’s official list of corporate names, which list includes names of corporations in good standing, foreign corporations qualified to transact business in the state, and corporate names reserved in the state.

Another reason for starting with several choices for your corporate name is that not only will you be choosing a name and incorporating in order to do business in your state of choice, but you will also be choosing an Internet domain name for your corporation. If possible, it is preferable for a corporate name to bear some relation to the corporation’s domain name. Because of the international aspects of the Internet, the selection of a domain name increases the possibilities that you will be unable to use your first choice of a domain name.

Choose a Desirable, Usable Name

• Get Your Name Right the First Time. If you do not choose your name carefully, you may be requested or required to change it, which will require amending your Articles (or “Certificate” in some states) of Incorporation, changing your domain name, obtaining new listings in telephone and other directories, and purchasing new stationery, in addition to other unpleasant renaming tasks. Best to do your homework and get the name right the first time.
• Two Good Reasons: Your business will be identified by its name; You will (hopefully) be living with the name for a long time.
• Name Variations. Be aware of spelling and punctuation variations of your chosen name, as well as synonyms, homonyms, and phonetic equivalents.
• Purely Geographic or Generic Names. It is wise to steer clear of purely geographic or generic names. These types of names are easy to forget and difficult to protect. Also, geographic names can be very limiting, particularly when it is likely that your corporation will have a website that is accessible from anywhere in the world.
• Incorporating an already existing business. If you are incorporating an already existing business, you may wish to add “Inc.” or “Corporation” after that name.
• Using your own name. If you are set on using your own name as your corporation’s name, then go ahead and do that by adding “Inc.” or Corporation” after your own name.
• Google Search. Do a Google search on your proposed name. It may be particularly illuminating to review the results of that search.
• Ask for Suggestions. One final inquiry in selecting a desirable, usable name should be to ask colleagues, business associates, customers, clients, vendors, friends, and even spouses, siblings, and parents for suggestions and comments on your name choices. You might end up with a perfect suggestion or a perfect reason to eliminate a name you thought was great. And, best of all, not only are these suggestions useful, but they are free.

Legal Restrictions and Requirements for Name

Since corporations are creatures of the state in which they are incorporated, you must follow any requirements and legal restrictions on naming by the state in which you have chosen to incorporate. A corporation is generally identified with a corporate designator at the end of its name, such as “Corporation,” “Incorporated,” “Limited,” “Company,” or an abbreviation of the preceding: “Corp.,” “Inc.,” “Ltd.,” or “Co.”

Each state will have its own specific legal restrictions on corporate names. These restrictions can be as simple as stating preference for upper or lower case, or can prevent the corporation from having certain words in its name, such as “bank,” “financial institution,” or “cooperative,” “Federal,” “Reserve,” “National,” or “United States.” Secretaries of State may also have an unwritten policy on swear words or words that appear to be “obscene.” Unless you have a very good reason and are interested in spending large amounts of time and money for a fight, you will want to stay away from those types of names for your corporation.

Check Name Availability in Chosen State of Incorporation

General Rule

The general rule for corporate names is that they must be unique. In other words, there may not be more than one corporation per name per state. Furthermore, a new corporation may not have a name that is deceptively or confusingly similar to a registered corporation in good standing. This is true even if you wish to use your own name in your corporate name. Placing a “.com,” or “.net” at the end of a corporate name is considered a part of any corporation’s name, so that adding “.com” or “.net” to a name similar or the same as one you desire will generally not make that name available for you if the name is already in use.

Contact Secretary of State

To determine whether your name is available in your chosen state, you will need to contact the Secretary of State for that state, either by viewing the website, calling, or by writing a letter. If your chosen state has a list of active corporations, you can enter your choice of corporate names and see if someone else is using it. If another corporation already has the name you desire, you may not use it. Try looking up a name with variations or a completely different name. It is unlikely that you will be able to discover whether your choice has been “reserved” with your chosen state’s Secretary of State.

Many states offer a service whereby the Secretary of State will officially check to see if a name is available. This service can take place over the telephone or by letter. There may be a charge for this service. Once you determine that a name is available, the next step can be to reserve the name, or immediately file incorporation papers. It may be possible to check availability and reserve a name simultaneously. See below for discussion on reserving your corporate name.

Incorporation Services

One of the ways to incorporate your business is to use an incorporation service. The fees for the services include the determination whether your chosen corporate name is available. Before deciding to use an incorporation service, it is still a good idea to have gone through the process described above, determining that your chosen name is available.

Three service companies that provide a broad range of services are The Company Corporation (www.incorporate.com), Business Filings Incorporated (BFI) (www.bizfilings.com) and LegalZoom (www.legalzoom.com). Fees and services are available on each company’s website.

Search Other Sources

Even when you have determined that your chosen name is available with your Secretary of State, your research on the availability of your chosen names should not end there. That search only covers corporate entities in your chosen state. This is particularly important when you will also be selecting a domain name for your corporation. These sources are also a part of your common law trademark search. Other sources to search for your name include the following:

• Telephone directories. Check telephone directories for your county and surrounding counties and for major metropolitan areas in your state;
• Your favorite search engine(s). Use the search engine with which you are most familiar. A search on Google, Ask.com, Bing, or Yahoo should provide more than enough information to assess whether you need to go back to the drawing board for more name possibilities. Each search engine may give information in a slightly different way;
• Business Directories. Business directories and trade publications are an excellent source to aid in selection (or elimination) of a corporate name. These directories and publications will be available online or at a library; and
• Fictitious Business Names. A fictitious business name (FBN), also known as the “dba,” is the business name of a company that doesn’t contain the legal name(s) of the owner(s) or doesn’t match the company’s name on file with the Secretary of State. A corporation does not need to register an FBN unless it operates under a name different from its name on file with the Secretary of State. FBN statements are filed with the county in which a business is doing business. Fictitious names can generally be searched in the clerk’s office of any county, and some counties have their fictitious business names available online.

Trademark Considerations

After you have completed the process discussed above of determining whether the desired corporate name is available for use in your state, another set of considerations also comes into play —- trademark, tradename, and service mark considerations. Domain name issues are discussed separately below.

The permission for use of a corporate name by a Secretary of State is fairly narrow. It is only a finding that the name is not the same as, does not conflict with, and is not confusingly similar to any other corporate name registered in that state. Incorporating your company in whichever state you choose does not give trademark protection for your company name. The permission does not mean that you will necessarily have the legal right to use that name because Federal and state trademark laws may have granted prior rights in your chosen corporate name to a third party, which party may ultimately be able to prevent your corporation from using the name, even if the name is available according to your state’s Secretary of State.

Key Terms Defined

• Trademark. Any word, symbol, design, slogan, or combination that identifies and distinguishes goods.
• Tradename. The name of a business or company, generally not protectable as a trademark unless used to identify and distinguish goods or services.
• Service Mark. A mark used in the sale or advertising of services to identify and distinguish services performed for the benefit of others.
• Distinction Between Trademark and Service Mark. The main difference between a trademark and a service mark is whether the mark is used with goods or services. Goods commonly have labels, and services have no place to attach a label. For most other legal purposes, trademarks and service marks are treated the same.

The most important right a trademark, tradename, or service mark owner possesses is the right to prevent others from trading on the owner’s goodwill by confusing or deceiving third parties into purchasing a product or service through the use of a similar trademark or service mark. It is important to determine if anyone else has already trademarked the name you have selected for your corporation, particularly since you will also be selecting a domain name for your corporation.

Additional information on trademarks and domain names may be found at the United States Patent and Trademark Office’s official website at www.uspto.gov.

Domain Name

You will also want to check if the domain name for your company is available (such as www.ABCincorporated.com). Check at www.godaddy.com.