Name Amendment: Everything You Need to Know
A name amendment is a form filed with the state in which your business is located in order to officially change the name with the state’s records. 3 min read
Name Amendment Overview
A name amendment is a form filed with the state in which your business is located in order to officially change the name with the state’s records. This form is officially known as the Articles of Amendment, and it must be filed to show the state that the change of the business name has been approved by the representatives of your business, which could include directors and shareholders in the case of corporations, or members in the case of limited liability companies (LLCs). State approval of the Articles of Amendment means that your new name has met the state’s legal requirements and that the name change has been officially accepted in the state.
When to File Articles of Amendment
Articles of Amendment should be filed whenever you need or desire to change the name of your business. This change might be desired because you now find your name to be too specific for the type of business your are in, or you want to rebrand your business entirely. Filing Articles of Amendment as opposed to starting a completely new company is generally considered preferable, as it will let you keep the history connected with your company, as well as avoid the dissolution and incorporation process.
How to File Articles of Amendment
In order to make a name amendment through filing Articles of Amendment, the following steps should be taken:
- Choose a new name.This can be difficult, but remember: your new business name must adhere to all rules and regulations pertaining to naming in the state you are in. Your state’s business name search engine can help find an available name.
- Prepare the Articles of Amendment. You can do this yourself or consult an attorney experienced in such matters for help. Once such articles are drawn up, an authorized company officer must sign them.
- File the Articles of Amendment. This can be done through your state’s Secretary of State or similar office. The name will be considered changed when the document is filed or at the effective date, which can be specified in the document (although such a date cannot come before the filing date). Processing times for this vary by state.
- Notify others. Once the articles have been filed and your business name has been officially changed, you should make your name change known to your customers, clients, business partners, bank, and all other parties your company has relations with, including government agencies, the post office, and any other mailing services.
Additionally, if your business is registered in other states as a foreign entity, it must file a name amendment in those states too, since your business will have been granted the right to operate only under its original name. It must also meet all naming regulations in other states, as well.
Articles of Amendment FAQs
Some common questions concerning name amendments include the following:
- Does the name amendment process differ greatly for companies doing business in other states? Not usually, but states tend to require more documentation of foreign companies, including an amendment to the Certificate of Authority. You may also be required to provide a Certificate of Good Standing from your home state and a certified copy of your incorporation documents.
- What should my new name be? This is difficult to answer specifically, because each company will have different needs for their name. Some may want a subtle change that customers can still easily associate with the company, while other companies may want a complete rebrand. Whatever the case, state naming regulations must be met, including that your name be original, have the proper designator (variations of “LLC” and “Corp.,” if applicable), and not have any forbidden terms.
- Can a company conduct business with a different name without filing Articles of Amendment? Yes, and this can be done by filing for a “doing business as” name, or DBA, which is also known as a fictitious business name. Such names allow you to do business under a name other than the one listed on your incorporation documents or documents of foreign qualification. However, you may have to post a notification that your company is being run under an assumed name.
If you need help understanding issues related to making a name amendment, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.