Can I Use the Name If an LLC Is Dissolved?

Key Takeaways

• If an LLC is dissolved, the name may become available for reuse, but state-specific rules and waiting periods often apply.
• A name from a cancelled or dissolved business can sometimes be acquired through written consent from the previous owner.
• States typically prohibit the reuse of names that are trademarked, under pending legal action, or within a restricted timeframe post-dissolution.
• Holding a name after dissolution may require filing a name reservation form or forming a new entity quickly.
• Trademark checks at both the state and federal levels are essential before using a previously used name to avoid legal issues.

Can I register a cancelled business name? It's difficult to know the availability of a company name as each state has its own regulations to determine if a name is considered abandoned and whether another company can use that name.

Every state has a business statute which allows a company to transfer a business name to another by documenting this in writing.

Steps to Acquiring a Cancelled Business Name

• If you can track down the business with the name it no longer uses, you can talk to the owners about transferring the name.
• Once you've done this, you can send in proof of the agreement to the state's registrar once you file your businesses' formation document.
• If you can get a hold of a written statement which gives you permission from the past owner it can be enough to use the abandoned business name in many states.

How to Retain Rights to a Dissolved Name

In many states, once an LLC is officially dissolved, its business name is released and can potentially be claimed by another party. However, this does not happen immediately. States often impose a "name protection" or "cooling-off" period, during which the name remains unavailable for new registration. This window—typically lasting 120 days to one year—gives the original business a chance to reinstate or reorganize.

If you're hoping to use the name of a dissolved company, here’s how to increase your chances:

• Wait for the name protection period to expire, then submit a formation or name reservation application.
• Search the Secretary of State’s database to confirm the LLC’s status as “dissolved” or “terminated,” not just “inactive.”
• Submit a name reservation to secure the name before forming your new business entity.
• Consider written consent from the previous owner, even if the name appears available, as some states may honor consent-based transfers if the original LLC has not been fully liquidated.

State Registration

The state is responsible for checking to see if the business name is available for use. If you know the name is no longer in use and has been abandoned by its owners, send a formation document for your business with the name and the state will let you know if it's not available.

If the name was ever registered with the state it will be in the entity database. The company will typically be determined to be dissolved or inactive. If it's dissolved you can more than likely use the name, but if the business is inactive the state may not let you use the name.

Many states have a waiting period before inactive or dissolved companies' names can be used by others, as inactive businesses do have a time period to reactivate. Many states have laws in place that require businesses who stop operating to cancel their name registration or DBA.

It's not advisable to use an abandoned name as the original business may have trademarked its name with other states or at the federal level. If you try to use the name in other places you can find yourself in legal problems. The best thing to do is negotiate for the worldwide rights to the name. If you can't find the person to give you written permission, it's best to use another name.

Legal and Trademark Considerations

Even if a dissolved LLC’s name appears available in the state registry, it may still be protected by common law or federal trademarks. Before using a cancelled or dissolved business name, conduct a comprehensive trademark search via the USPTO and your state trademark database.

Other legal issues to consider include:

• Ongoing liabilities or litigation against the previous LLC that could impact the use of the name.
• Brand confusion, especially if the previous business had a significant market presence.
• International or multi-state operations where the name might still be in use or protected.

To reduce risk, aim to obtain written authorization from the prior name holder, or consult a business attorney to conduct due diligence on any legal claims related to the name.

Steps to Filing a Fictitious Name Renewal

To file a fake name renewal you have to:

• Go over the instructions to file a fictitious name renewal.
• Pay with a valid method.
• Gather the information needed to complete the form which includes the registration number.

Payment methods for a renewal of a fictitious name include:

• Debit Card (MasterCard or Visa)
• Credit Card (American Express, Discover, MasterCard, or Visa)
• E-File Account that is prepaid.

Fake name renewals and registrations are valid for five years and expire December 31 on the last year. If you don't file for renewal, your registration expires.

If your fake name expired, remember that the expired name can be renewed or reinstated and you have to file for a new fake name.

If you want to change your fictitious name you can:

• Fill out Sections 1-4 of the Fictitious Name Registration to cancel and re-register the fake name.
• Return the application with money order or check.
• Print a copy of your check voucher to have your tracking number.

What Happens If You Miss the Renewal Window?

If your fictitious name (DBA) expires and is not renewed on time, most states consider it forfeited. This means:

• The name may become publicly available for others to claim.
• Some states offer a grace period (usually up to 30 days), while others require you to refile entirely.
• If someone else registers the name during the lapse, you may lose the ability to reclaim it—even if you were the previous registrant.

Because of this, it's crucial to track expiration dates and renew early. Automated filing services or reminders from your state’s business portal can help you avoid losing naming rights due to administrative oversight.

Deregistration for a Business

• If your business is closing, cancelling a business name is an important step if you don't want to use the name anymore. As important as it is to register a business name when it starts, it's also important to also cancel a business name you no longer want to use.
• If the owners of an independent entity cancel the business, the name which it was originally filed under is cancelled. This name can then be used by others.
• In order to cancel a DBA, you have to send a cancelation notice to the office where you registered it, like the county clerk or secretary of state.
• It's important to cancel a registered business name as this will protect your professional reputation and will make sure you don't owe more debts for the business.

Reserving a Name Post-Dissolution

In some states, business owners can proactively retain a business name after dissolution by filing a name reservation or renewal request. This strategy works best when the dissolution is voluntary and the owner intends to restart the business in the future.

Steps include:

1. Filing a name reservation form with the Secretary of State and paying the applicable fee.
2. Specifying that the name is reserved for future use or during business restructuring.
3. Monitoring the reservation expiration, typically 120 days to one year, and renewing it as needed.

This approach prevents others from registering the name while you plan your next steps or reorganize your entity.

Frequently Asked Questions

1. Can I immediately use the name of a dissolved LLC?
   No. Most states enforce a waiting period to give the original owners time to reinstate their business. Check your state’s specific laws.
2. What if the name is still trademarked?
   You cannot legally use a name that’s protected by a federal or state trademark, even if the LLC is dissolved. Always perform a trademark search.
3. Can I buy the rights to a dissolved business name?
   In many cases, yes—through written consent or assignment from the original business owner. This should be documented and submitted to the state.
4. What’s the difference between a dissolved and inactive LLC?
   A dissolved LLC has been formally closed, while an inactive LLC is one that hasn’t filed required reports but still exists. States may restrict name reuse if the LLC is only inactive.
5. Can I reserve a business name before forming an LLC?
   Yes. Most states offer name reservation services that hold your desired name for a specific period, usually 120 days.

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