What is in a Name? LLC Names and Legal Tips

Naming Your Limited Liability Company “LLC”

Naming a limited liability company is an important decision for most new start-up companies. We previously discussed tips on selecting a name for a new company, here. In this article, we explore three legal issues with naming a limited liability company that come up when we are working with new clients.

The Name is Regulated by Law

Did you know that the name of a Missouri LLC is regulated by law? Missouri requires a new LLC to contain one of the following designations:

• “limited company” or
• “limited liability company” or
• one of the following abbreviations:
  • “LC”, “LLC”, “L.C.”, or “L.L.C.”
    

There are also several words a Missouri LLC cannot use in its name:

• “corporation”,
• “incorporated”,
• “limited partnership”,
• “limited liability partnership”,
• “limited liability limited partnership” (that’s a mouth full), or
• “Ltd.”, or
• any abbreviation of these words.

These naming requirements are set forth in Missouri Limited Liability Company Act, §347.020.

Keep in mind, the statute requires the LLC’s name to be distinguishable from the name of any other corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership already licensed, organized, reserved or registered in Missouri.

The Whole Name Must be Used…

Once you have decided on a name, let’s say “Welch Law LLC”, you are required to use that exact name while transacting business in Missouri. This is where we see a lot of business owners make mistakes. For example, can you tell the difference between these two names?

Welch Law LLC     v.      Welch Law

For most people, the names above seem interchangeable. Surely if you want to work with Welch Law, you expect to work with Welch Law LLC. Unfortunately, you would be mistaken. Since “Welch Law” does not include the required business designation “LLC”, it is a separate entity from “Welch Law LLC.” This is an easy fix. However, failing to fix this difference could leave a business and the owner’s personal assets open for liability.

The fix, under Chapter 417 of the Missouri Revised Statutes, is to register “Welch Law” as a fictitious name of “Welch Law LLC.” Making sure that Welch Law LLC is the sole owner of “Welch Law”.

Bonus tip: Insurance policies should be in the name of the business (“Welch Law LLC”) and list additional insureds’ for all fictitious names and/or doing business as (“dba”) the business utilizes. 

Don’t Infringe!

While considering the name of a business, it is important to also consider whether anyone else uses the name in other states. You cannot use a name similar to one that is already licensed in Missouri, but what happens if a business in Texas has a similar name? 

This is where we get into potential trademark and intellectual property (“IP”) right issues. The Missouri Secretary of State may allow a company to register a business name that is not registered in Missouri, but that does have a national trademark or other IP interest. The safest way to proceed is to hire a trademark attorney to do a thorough national search before settling on a name.

If the thought of hiring a trademark attorney is scary. Then at least make sure your business attorney is doing a basic key word search at the national level when they form your company. It is not foolproof, but it is a start.

Final Thoughts: Naming a Limited Liability Company

Naming a limited liability company takes a little more work than most people initially expect. However, with proper guidance and some patience, you should be able to pick a name that is legally sound and conveys your unique message. If you are ready to learn more, or are interested in working with a start-up attorney, give us a call at (636) 352-1222, or contact us here.