By Luthien Niland
If your company name is outdated, too complicated, or for some other reason needs to be changed, you need to make sure to change the name with all of the government and other entities that have your current name on file. Not only is this important for proper name recognition, but legally you cannot conduct business or sign contracts under a name that is not properly registered.
If you simply want your business to go by an additional name, but you are happy keeping the current legal name on record, then you just need to register a new DBA with the county. If you want to change the legal name of the company, however (for example, when “Jerry’s Guide to the Worldwide Web” decided it made more sense to be named “Yahoo”), then the checklist below is a good starting point for most businesses when preparing to change the legal name of the company.
1. Internal Approval
Changing the entity’s name typically requires approval from the decision makers of the organization to amend the Articles of Incorporation for a corporation or the Articles of Organization for an LLC. The bylaws or operating agreement of the entity should describe the approval process.
2. California Secretary of State
Next the name should be changed with the California Secretary of State by filing either a Restated Articles of Incorporation or Restated Articles of Organization. This will legally change the name of the entity if it was formed in California.
Note for Delaware entities: If the entity is a Delaware corporation or LLC that is qualified to do business in California, the name must be changed in Delaware first.
To do this, file a Certificate of Amendment to the Certificate of Incorporation (or Certificate of Formation for LLCs). Once the name change is processed, request a “Certificate in RE: Name Change Amendment” using the Corporate Certificate Cover Memo, and submit this Certificate with a signed Amended Statement by Foreign Corporations to the California Secretary of State.
In many cases changing an entity’s name will not require a new EIN, but to be certain check IRS Publication 1635.
If a new EIN is not required, the entity name may be changed when filing the tax returns for the business, or you can send a letter to the IRS that is signed by a corporate officer.
4. Board of Equalization
If the business sells tangible goods in California, the entity must obtain a seller’s permit. As long as only the entity name is changing, not the entity type, then file the BOE-345 form. If the entity type also changed, you must obtain a new Seller’s Permit and file a Close of Business form with the BOE.
5. Employment Development Department
You can change the entity name with the EDD by logging into your online account and updating your account with the name change.
6. City and County registrations
The new business name should be updated on the city business license. Contact the city where you business is located to determine what forms must be filed to update the license.
To change the name of a business that registered a fictitious business name (DBA), a new fictitious business name statement must be filed with the county and published in a local newspaper. Contact the county where the business is located for filing instructions.
7. Miscellaneous organizations
After you have legally changed the name in the entity’s state of incorporation, don’t forget to also change the name with business service providers (i.e. banks, credit cards, payment processing accounts, etc.) and online business listings (i.e. Yelp, Facebook).
For many companies these are the steps necessary to change your business name, but please contact us at (415) 633-6841 or email@example.com to make sure no additional steps are required as each situation is unique.