Texas Business Name Search: Everything You Need to Know
A Texas business name search should be conducted when registering a business in Texas. 9 min read
A Texas business name search should be conducted when registering a business in Texas. According to section 5.053 of the BOC, filing entities cannot register a business name that is the same as (or deceptively similar to) any other filing entity, name reservation, any foreign entities, or name registration that has been filed in the record managed by the Secretary of State.
Additionally, filing entities cannot share a name that is similar to any existing name on file, unless that existing entity gives legal permission via written consent. Texas Administrative Code (Title One, Part Four, Chapter Seventy-nine, Sub-chapter C) outlines the guidelines for determining whether names are the same, would be considered deceptively similar or would be considered similar.
For more information, Texas' Secretary of State provides a pre-determination on the availability of a business's name. To learn more, call (512) 463-5555 and dial 7-1-1 for more information. You can also email inquiries regarding names to the Corporations Section.
It is prudent to delay any financial expenditures or the execution of any documents based on preliminary clearances. Final determinations are made when the appropriate documentation is first received and ultimately undergoes processing by the Secretary of State's office. It's important to note that any name pre-clearances or certificates of formation given under a name doesn't provide authorization to use that name, especially if it violates another individual's rights to a name.
Reserving a Business Name in Texas
Nowadays, you can make name reservations, even generic ones that can apply to any kind of filing body, via SOSDirect, which can be accessed around the clock. To withdraw or cancel a name reservation, do so prior to the end of the 120-day reservation period. Additionally, a name reservation can be renewed. To do so, file a new application during the 30-day period before your name reservation expires.
There are no limits for name reservation renewals.
Registering a Business Name in Texas
A name registration, which is valid for one year and can be renewed, may be filed by any organization authorized to execute business in Texas. Banks, trust companies, savings associations, insurance companies, or foreign filing entities unregistered to transact business in Texas (according to Texas Business Organizations Code) can also file. The purpose of registering a name is so that the Secretary of State does not file an additional certificate of formation or registration application under any name that could be considered the same, somehow similar, or considered deceptively similar.
Do I File an Application for Registration or a Name Registration in Texas?
Though filing a name registration doesn't impart authority to do business in Texas, a proper name registration does stop another party from filing an application for registration or name registration that is similar, the same, or deceptively similar to yours. An application for registration (what used to be known as a certificate of authority) is filed by entities that intend to do business in Texas, such as foreign businesses, professional associations, limited partnerships, limited liability companies, limited liability partnerships, or other foreign entities outlined in section 9.001 of the Texas Business Organizations Code.
By filing an application for registration, any foreign filing entities are given authority to do business in the state of Texas. It's important to note that filing an application for registration hinges on the scope of the intended business. Furthermore, foreign entities will likely be required to file an additional application for registration with Texas' Secretary of State to satisfy the appropriate state law requirements. Questions pertaining to the merits of filing a name registration or an application for registration are best fielded by your own attorney.
Changing a Business Name in Texas
To change your legal business name, the filing entity must follow the provision outlined in the state's governing documents, per the Texas Business Organization Code. There, details regarding procedure and approval measures for amending the filing entity's formation documentation can be found. Once a filing entity complies with these directives, the next step is filing a Certificate of Amendment. Domestic entities can file these name-change amendments online, through the SOSDirect, which is available 24/7.
How to File a Certificate for an Assumed Name in Texas
Businesses in Texas have to file an assumed name certificate (called a "d.b.a." which stands for "doing business as"). This must be filed with the clerk's office so that a record is made available regarding the owner's registered businesses. Assumed names are sorted by business name then cross-indexed by the business's owner's name. These certificates last for 10 years starting from the date of the original filing unless otherwise stated in the filing certificate. Even incorporated businesses must file at the state level.
Filers are responsible for verifying the availability of any requested assumed name, which involves filing a public notice. However, this doesn't stand in for the provision of a copyright, a trademark, or any incorporated right of ownership.
Additional information on how to file a certificate for an assumed name for a business:
- You don't have to submit the certificate along with your original signature, but you must file a new assumed name certificate if the information in the original becomes misleading in a material way.
- Certificates expire at the specially outlined term, or as a standard: 10 years following the date of filing.
- If the filing entity decides to use the same assumed name, he or she must still file a new certificate for an assumed name before the expiration date of his or her current assumed name certificate.
- If you did not file a certificate registering an assumed name with the office of the Secretary of State, nor with the county clerk's office, and you're no longer conducting business under that assumed name, you can file a statement of abandonment.
Fees for Texas Business Names
Filing fees vary depending on which Texas county you register in, so confirm fees with your local county clerk. However, the Secretary of State's office must collect $25 for each certificate of an assumed name, plus $10 for each statement of abandonment.
Are There Restrictions on Assumed Names?
Filing entities cannot register an assumed name as its exact legal name, as it defies the logic of an assumed name. This rule stands for entities both domestic and foreign. When you file for an assumed name, you must notify the public that a certain business intends to operate using a name other than its legal one.
When you file an assumed name, you are not afforded the right to use that assumed name in ways that might violate the law, even the laws of unfair trade practices, unfair competition, trademark, and copyright. Likewise, filing with an assumed name doesn't prevent anyone else from filing the very same assumed name, or using that assumed name to create a new entity altogether.
If a limited partnership (called an LP) that registers as a limited liability limited partnership (called an LLLP) and uses an assumed name, both partnerships must file assumed name certificates with the state. First, the LP files a certificate of assumed name, and then a second certificate is filed for the LLLP's registration.
What to Know About Business Licenses in Texas
Texas' Secretary of State manages all business and corporate records. All business entities, including corporations, limited liability companies, and limited liability partnerships, file their pertinent documents through the Secretary of State's office. A searchable database is available online so that business records can be completed.
Finding Business Names Available in Texas
A business's legal name is the name of the person or entity that owns that business. So, if you are the singular owner of a business, then that business's legal name is your full name. However, if the business in question is a partnership, then the legal name of the business is either the name provided in your partnership agreement or the last names of business partners. When filing government forms and applications, such as employer tax identifications, licenses, or any permits, you must use your business's legal name.
Calling the State of Texas About LLC names
To get the ball rolling, call Texas' State Business Information Line and say, “I'm forming an LLC. I'd like to see if my chosen name is available.” It's wise to be ready with a few alternate names, in case your first choice for your LLC's name is taken.
Contact the State Online Regarding LLC names
You can send an email using a specified template to the state official in charge of registering LLC names. Again, you should have alternate options at the ready.
Don't Enter the Suffix LLC in Your Name
This may seem obvious, but you do not need to add LLC or L.L.C to your name when registering.
Searching All Forms or Variations of a Business Name in Texas
To be sure your desired LLC name isn't taken or that you're not registering a similar or deceptively similar name, you should search all forms of the word, including its singular and plural derivatives. For example, if the LLC you'd like to register is “Lone Star Sports, LLC,” it would be wise to do three distinct searches for “lone star sport,” “lone star sporting,” and “lone star sports.” The point of this exercise is to uncover all possible variations and results to ensure originality of your LLC name.
Entering the First One or Two Words in a Business Name Search
Simply enter the first one or two words of your name when conducting a business name search. Let's assume your chosen LLC name is “Vanilla Cake Factory, LLC,” then you might complete a search for “vanilla cake.” The idea behind this is to uncover any business whose name also begins with “vanilla cake.” This ensures your chosen LLC name is unique.
Frequently Asked Questions
- Can assumed name certificates get rejected if a certificate is already on file for the same name or any similar name?
Not necessarily. The Texas Business and Commerce Code (Chapter 71) doesn't explicitly authorize a rejection of assumed name certificates because of a name conflict. By that logic, it's possible that multiple certificates for assumed names are the same. The purpose of an assumed name certificate is to provide pertinent information regarding a business's true identity and home location. Therefore, it doesn't give the filing entity the right to use that assumed name in any illegal way, or in any way that infringes on the rightful use of the name by another. It doesn't prevent someone else from filing the same assumed name either.
- Should an assumed name certificate be notarized and use the original signature?
According to the Secretary of State filings guidelines, there's no need to submit an assumed name certificate with its original signature. In fact, faxes and photocopies of the signed certificates are perfectly acceptable when filing. Additionally, these assumed name certificates don't need to be formally notarized. Instead, Form 503 can be used to file with the Secretary of State.
When filing with the County Clerk, assumed name certificates must demonstrate the initial signatures of each person required to be stated in the said certificate. Furthermore, if the entity stated in the certificate is not an individual, then it must be signed by either a partner, an officer, some kind of member or manager, a representative, or the company's attorney. It must then be notarized.
An assumed name certificate that is signed and acknowledged by an attorney must attach a statement that the attorney has been authorized (in writing) by that company's principal operator, then signed with an acknowledgment that the certificate of an assumed name is supposed to be filed. Each county has unique filing procedures and should be contacted for more specific information. Note that the Secretary of State's Form 503 is not used at the county clerk's level.
- Is it possible to amend an assumed name certificate in order to change incorrect or out of date info?
No, though the law requires any assumed name registrant to file a new assumed name certificate if the information in the certificate becomes misleading. Information considered “materially misleading” includes a change of the registrant's name, address, or business structure. If a material change has occurred, a new assumed name certificate has to be turned in as a filing within 60 days of said change.
- When do I file an assumed name certificate in Texas?
Assumed name certificates include a delineated term of duration, which legally cannot exceed 10 years from the date of filing. The assumed name certificate expires at the end of that stated term or 10 years from the date of filing. If the filing entity decides to continue using that assumed name, he or she must file a new assumed certificate before their current certificate expires.
- What happens when I stop using an assumed name for my Texas business?
After you filed a certificate registering an assumed name (whether at the Secretary of State's office, or at the county clerk's office) and you decide that you no longer are going to conduct business under that assumed name, the next step is filing what's called a statement of abandonment. The Secretary of State uses Form 504 as their statement of abandonment, but this form cannot be used at the county clerk level.
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