The following article is intended to provide general information about registering entity names, name reservations, and alternate names and is intended for informational purposes only. It is not intended to replace the advice of an attorney or tax accountant and does not constitute individualized legal advice, legal service, or tax advice. This article is an excerpt from The Delaware Incorporation Handbook.
Naming Your Company
Naming Conventions
When registering a company, you will be coming up with a name that combines the title of your company with an ending suffix. The ending suffix informs people what kind of company this is. For example, "DBI Global, Inc." has the suffix "Inc." which is an abbreviation of Incorporated. The Incorporated suffix means this company is a Corporation. Likewise, "DBI Global, LLC" has the suffix "LLC" which is an abbreviation of Limited Liability Company. An LLC is a different type of entity than a Corporation. You are required to use a suffix at the end of your company name (title). It is not possible to register your company without a suffix.
The following suffixes are available for use by LLC's in Delaware:
- Limited Liability Company
- LLC
- L.L.C.
The following suffixes are available for use by Delaware Corporations:
- Inc., Inc, Incorporated
- Corp., Corp, Corporation
- Co., Co, Company
- Ltd., Ltd, Limited
- Association, Assoc.
A Not-for-Profit may use any of the suffixes listed above for a Corporation, or it may use one of the following suffixes traditionally used by Non-Profit Organizations:
- Club
- Foundation
- Fund
- Institute
- Society
- Union
- Syndicate
Caution: You cannot use the words "Bank" or "Trust" in the name of your company without prior written approval of the Delaware State Banking Commissioner. You cannot use the words "University" or "College" without the prior written approval of the Delaware State Education Commissioner. Most other states have similar laws. Contact an Incorporation Specialist for details regarding obtaining approval.
If you are interested in registering a name that may be similar to the name of a company that already exists in Delaware (or your home state) you may make the name unique by adding a distinguishing word. In Delaware the distinguishing word may be added to the beginning or the end of the name.
Example: John Smith owns a street sweeper manufacturing plant in Florida. He is interested in registering his company in Delaware…His first choice, "Smith Sweepers, Inc." is already registered in Delaware by another company. John can add words to the
title part, "Smith Sweepers", to make his company name unique.
For example, he may be able to register his company as "Smith Street Sweepers, Inc." or "Smith Sweepers of Florida, Inc."
Changing the
suffix will
not make a name available if it is already taken. For example, if there is already a company registered as "Smith Sweepers,
Ltd." John will
not be able to register the company as "Smith Sweepers,
Inc."
Contact an Incorporation Specialist if you need help naming your company.
Name Reservations
The office of the Delaware Secretary of State maintains records of the names of all Corporations, LLCs and other entities which have been reserved or registered as a domestic or foreign entity under the laws of Delaware. The name you select must be checked against these records to be certain that it is distinguishable from them. DBI will check your name availability in Delaware or other states for free. The Secretary of State of Delaware now charges $75 for a name reservation which is valid for 120 days. If the desired name is available, DBI can place the name reservation for you through our direct connection to the Delaware Corporations Information System.
Caution: If you reserve a company name yourself on the state's website it will cause DBI to be UNABLE to register your Corporation or LLC through our direct connection to the state information system. If you file the name reservation yourself DBI will be UNABLE to offer 1-3 business day service. Processing time will take approximately 3 weeks unless you pay an additional fee for expedited service.
This issue can be avoided by one of two methods:
- DBI can file the name reservation for you through our direct computer connection to the state information system.
- You can save expense and hassle by simply allowing DBI to register your new company instead of making a name reservation. This way your company name will be protected from use by others but you will not have to pay an additional $75. DBI can act in the capacity of Incorporator or Organizer and hold your company in an unused state until you are ready to name your officers or start your business activities. When you are ready to begin using the company, DBI's duties as Incorporator or Organizer will end and DBI will issue the resolution naming your Initial Director or Initial Member.
DBA's
A Doing Business As (DBA) name can also known as a Trade Name, Fictitious Name, Alternate Name or Assumed Name, depending on the jurisdiction.
In many jurisdictions it is permissible for your company to conduct business under a different name than the one you registered with initially, without even filing an Amendment, if you register that other name with the appropriate authority for that jurisdiction. The registration may be filed with the State, County or City, depending on where you intend to do business with the other name. The process is usually inexpensive and fairly quick. In most cases after registering you will have the right to give your other name on your business cards, building and vehicle signage, order forms, advertisements, and even accept checks and made payable in your other name. Ideally your bank account and legal contracts should include both your legal name and your permissible other name.
Example: If Delaware Business Incorporators, Inc. wanted to do business in Wilmington Delaware under the name "Del Bus Inc Global", we would register a "Fictitious Name" with the Clerk of Courts of New Castle County. Our checks would read "Delaware Business Incorporators, Inc. DBA'Del Bus Inc Global'".
Aside from the desire to use another name for your own reasons, your company may be required to do business in another state by a different name in a few circumstances:
-
If your name is not permissible in that state because it breaks the established company naming laws.
Example: If "Del Bus Inc LLC" wanted to qualify to transact business in New Jersey, we would have to apply for authority in NJ under an alternate name because New Jersey law does not allow LLC's to use the abbreviation "Inc" in their name. So our Application for Authority would read: "Del Bus Inc LLC DBA in New Jersey as 'Del Bus Incorporators LLC'"
- If your name is already registered in that state by someone else who has Exclusive Use rights to that name.
"Exclusive Use" means no one else in that jurisdiction may use your name. For example, If "DBI, Inc." wanted to register as a Foreign Corporation with Authority to Transact Business in Ohio, and there was already a company registered in Ohio as "DBI, Inc.", we might register in Ohio as "DBI, Inc. DBA in Ohio as 'DBI, Inc. of Delaware'" or perhaps, "DBI, Inc. (Ohio)" or any other name that isn't taken in Ohio.
Some states require you to include the appropriate suffix after your other permissible name ("Delaware Business Incorporators Global Corp. DBA'DBI Global Corp.'") while others require that you do not include a suffix ("Delaware Business Incorporators Global Corp.DBA 'DBI Global'")!
An Incorporation Specialist will help you with the details if you wish to use, or are required to use another name.
In many Jurisdictions your other permissible name is not afforded Exclusive Use rights, unlike the legal name you registered under when the new Corporation was Incorporated or LLC was formed. Following our above example, this would mean that, while no other company could do business in Delaware with the name "Delaware Business Incorporators Global Corp." another company could do business in New Castle County Delaware under the name "DBI Global". If we wanted to protect that name from use, our options would include registering "DBI Global" as a new Delaware Corporation, or possible applying for Trademark rights.
