Delaware Name Reservation: Everything You Need to Know
Delaware name reservation entitles a company to a unique business name that can then be registered as a trademark for various purposes.3 min read
2. What Are Exclusive Rights to a Delaware Company Name?
3. Naming Conventions
4. Similar Names
5. Name Reservations
6. The Disadvantage of a Name Reservation
7. How to Perform a Business Name Search
8. Is the Name Available for Registration and Use as a Trademark?
9. Is the Name Available in Your State of Incorporation?
10. Is Your Name a Viable Trademark?
11. Name Availability
Delaware name reservation entitles a company to a unique business name that can then be registered as a trademark for purposes of formation, contract, proprietary ownership of product development and service innovation, royalties, as well as marketing. By reserving a name, an entity can reduce the time to register as a C-corporation or LLC (“limited liability company”) with the Delaware Secretary of State.
Are There Any Laws Regarding the Name for a Delaware Company?
General guidelines for registering a Delaware company name:
- The name must contain only English or Roman numerals.
- Phonetic spelling, plural forms, abbreviation, the suffix of the same word, or the use of punctuation does not distinguish a company name.
- Modification of a company name requires a fee payment and filing of an amendment to an entity's formation documents with the Secretary of State.
What Are Exclusive Rights to a Delaware Company Name?
The individual reserving the company name for a Delaware business holds the exclusive rights to the use of that name. Pursuant to Title 6 De. C. Chapter 31 § 3101 and § 3103, all company names must also be registered with the county where the business will be operating. This rule applies during formation of a Delaware Corporation or LLC and afterward in the contract exercise and operations of trade in the state.
The Delaware Secretary of State recognizes common naming conventions when registering a company. A name combining the title of a company with a suffix corresponding to a type of tax registered entity is a valid Delaware company name. LLC may also be listed as L.L.C., and a corporation as Inc., Corp., Co. or Company, or Ltd. Nonprofit organizations are often associated a “Club,” “Foundation,” “Fund,” “Institute,” or “Society.”
Registrants electing to name a company a similar business name as an existing entity can create an original name with a unique or distinguishing word addition at the beginning or end of the title. Change of suffix does not adequately alter a name to register it as a new name.
The office of the Delaware Secretary of State registers and maintains the records of all business names in the state. This includes all C-corporations, S-corporations, LLCs and other registered entities that have a record of the reserved name, and foreign entities operating in Delaware. Standard processing time for a new Delaware company name reservation is about 15 days. Name reservation is valid for 120 days. Fees are $75, payable to the Secretary of State.
The Disadvantage of a Name Reservation
The fees for name reservation are non-refundable and non-applicable towards the cost of the company registration. Modification of a name reservation can delay the approval process.
How to Perform a Business Name Search
Performing a business name search is advisable. Name search should include the entity type. For instance, partnerships may opt for being registered as LLC or GP (“general partnership”), LP (“limited partnership”), or LLP (“limited liability partnership”).
Is the Name Available for Registration and Use as a Trademark?
The U.S. Patent and Trademark Office (USPTO) allows same-named trademarks to coexist unless consumer confusion prevents it.
Is the Name Available in Your State of Incorporation?
In contrast to the USPTO, the Delaware Secretary of State's office prohibits same-name conflicts, even if a registrant is part of a totally unrelated industry from a previously registered company.
Is Your Name a Viable Trademark?
A trademark ties a company name to the marketing, contract value, and sale of goods or services in the marketplace. Viable trademarks are those with unique and properly registered names. Name or internet domain registration with the Secretary of State does not automatically confer trademark rights.
The Secretary of State maintains a database of:
- Names of corporations, GP, LLC, LP, and LLP (“Covered Entities”) in good legal standing
- A list of entities qualified to perform intrastate business transactions
- Reserved corporate names
- A list of entities registered with the USPTO
- Names of qualified foreign or domestic corporations operating in the state
Post a job to inquire about Delaware company name formation from an attorney listed with the UpCounsel marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel from law schools such as Harvard Law School and Yale Law School, and have an average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.