LLC Name Change California: Everything You Need to Know
An LLC name change in California happens when a limited liability company (LLC) in the state of California wants to change the name of the business, which can be done through the Secretary of State. 4 min read
2. Preparing the Certificate of Amendment
Changing an LLC Name in California
The state of California does allow LLCs to change their names without dissolving their company and starting over as a different entity. Before submitting a name change, first check that your business filings are all updated.
If a statement of information for the company hasn't be filed in the past 90 days, the LLC owners (members) will need to file, so the state can verify who is allowed to make changes with the Secretary of State on behalf of the company.
You will also need to make sure that the name you want to use going forward is actually available and not currently in use by another entity. This can be done by searching the Secretary of State online database.
If the name is available and your documents are all up-to-date, you will then need to file the required paperwork for an LLC name change.
California requires all LLCs to file articles of organization in order to do business in the state. In order to change the name of your LLC, you need to amend your articles of organization. Fill out and file the Limited Liability Company Certificate of Amendment form by mailing it in or turning it into the office of the Secretary of State. There is also an online form available.
Before an amendment to the LLC's articles of organization can take place, the following things need to happen:
- Holding and documenting a formal meeting of the members of the LLC (or the board of directors in the case of a corporation) to discuss this change.
- Filing the original, plus two copies, of the certificate of Amendment of the Articles of Incorporation, or Amended and Restated Articles of Incorporation following sections 900–910 of the California Corporations Code with the California Secretary of State.
Keep in mind that the Secretary of State can run into time periods of being backlogged, so be sure to allow some time for processing. You can check on how long your document will take to process on the Secretary of State website business page.
If you need things to move quicker than the time posted, you can file for it to be expedited.
Preparing the Certificate of Amendment
When you are ready to change the name of your California LLC, you'll need to complete the certificate of amendment.
First, download the certificate (Form LLC-2) from the Secretary of State website. You can either print the document and fill it in by hand or fill in out online. If you complete it online, you'll still want to print a copy for your business records. Be sure to use online black or blue ink when filling out the form by hand.
When filling out the form, you need to enter the file number the Secretary of State gave your LLC in the first section of the form. Be sure to double-check your LLC's file number as some of the older numbers have been changed. Call the California Secretary of State office at 916-653-3365 to check your number.
Then enter the LLC name in the next section. This name must match the name on the company's articles of organization when they were originally filed with the state. Don't shorten the name or leave any small details out.
In section 3a, you'll write the name that you wish to use for your LLC from now on. This name must follow the name requirements for LLCs in California. An LLC name must:
- Include the words "Limited Liability Company" or any of its abbreviations like "LLC" or "L.L.C."
- Be unique from any other businesses in the state.
- Avoid words that might suggest a license that the business doesn't actually have like "bank."
- Avoid words that could cause it to be mistaken for a government entity like "post office."
Then enter the effective date for the name change if the change hasn't already taken place.
In section 6, enter the name of the individual filing the document. At least one manager of the LLC must sign the document. Include a return address in order to receive a copy of this form once it is processed along with a $30 filing fee for regular processing.
Mail the form to the Secretary of State of California or submit it to the office in person.
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