When planning to start a Delaware LLC, first comes your big idea, your product or service, the meat and potatoes of your business. After all, that’s how you’ll build a dream business.
But after the initial rush of deciding to take your idea to market, you have to answer an important and pressing question: “what do I call it?”
Every LLC needs a name, preferably a catchy one, specifically one that isn’t already in use. After all, despite how clever it may be, you can’t steal someone else’s name.
“But,” you may ask, “how do I know if a name is already in use?” It’s a good question. There are a lot of businesses in Delaware, a lot of names to check. Fortunately, there’s an easy way to go about it: performing an LLC name search.
Quick Note: If you’d like to save time, an LLC formation service (like IncFile and LegalZoom) can perform a name search and form the business on your behalf.
Reasons to Perform an LLC Name Search
Checking for Delaware LLC name availability is the most common reason to perform a search, but it’s far from the only one. Here are a few other reasons you might search for a name:
1) Finding Similar Names
You don’t want potential customers confusing you with another company, especially if that company is a competitor. Your proposed name might be available, but there could also be multiple businesses out there with deceivingly similar ones. If you don’t want your LLC getting mixed up with other businesses, this might prompt you to find a new name.
2) Checking Your Business Status
Once you’ve filed the Certificate of Formation and started your Delaware LLC, you can periodically check its status by searching for your existing name. This will confirm your business’ good standing with the state and provide your File Number, which you may need for future filings.
3) Registered Agent and Office Information
At some point, you might need to send a business service of process. Or, more positively, you might want to partner with them. In either case, you’ll need their Delaware registered agent name and office address, readily available through a name search.
4) Maintaining Current Business Information
When modifying your LLC’s information – like changing your registered agent or principal address to a member or a registered agent service – you will want to confirm the information that the Department of State already has on file. A name search will take care of this for you.
How to Perform an Delaware LLC Name Search
To check if a name is in use, the Department of State provides a “Name Availability Search.” Simply choose your entity kind (LLC, Corporation, etc.) and entity ending (LLC, L.L.C., or Limited Liability Company). Then, enter your exact desired business name in the “Entity Name” section. It will let you know if your name is available. If it isn’t, you’ll need to find a way to distinguish it. But if your name is available, you’re free to reserve it or use it on your Certificate of Formation.
When seeking a specific business, use the “General Information Name Search.” Enter either a full or partial name in the “Entity Name” section or a number in the “File Number” section. Your search will yield results, and you can click on any business name to access the following information:
- File Number
- Entity Name
- Entity Type (LLC, Corporation, etc.)
- Residency (domestic or foreign)
- Formation Date
- State of Residence
- Registered Agent Name
- Registered Agent Address
This information doesn’t apply if you’re simply checking a name’s availability. But at some point in the life of your LLC you may need it, and you’ll know exactly where to find it.
What If My Name Is Unavailable?
So you went to the Name Availability Search, you plugged in your desired name, you hit search, and there it was: your precious name, already in use. What now?
If your LLC is domestic (formed in Delaware), your only option is to start brainstorming ideas for a different one. Just don’t use one that’s too similar. Then, when you’ve found an acceptable, available name, go ahead and reserve it.
The process for foreign entities is somewhat different. Your business has already been operating under a registered name in other states, but what if that name is unavailable in Delaware? You will need to designate a “fictitious name” on your “Certificate of Registration.” This is a name that your business will use only in Delaware after foreign qualifying in the state.
How to Make an Delaware LLC Name Distinguishable
Like other states, Delaware has specific restrictions on its business names. Whether your LLC is domestic or foreign, its name must:
- Contain the words Limited Liability Company or an abbreviation like LLC or L.L.C.
- Contain a translation (only on the application) if the name uses words from a foreign language
- Not use any reference to the word “bank” or terms that might indicate a banking affiliation without approval from the Delaware Banking Commission
- Not use any words that the Secretary of State deems lewd, vulgar, or racist.
- Be distinguishable and available in the Delaware Secretary of State records
There aren’t specific instructions on how to make a Delware LLC name distinguishable, although typically, the following changes do NOT make a name unique:
- Designators like LLC or L.L.C (New Company LLC and New Company L.L.C. are considered the same)
- Articles like “a,” “an,” or “the.”
- The words “and,” and “or”
Essentially, to create a fully distinguishable name, you must change the name itself, not just the syntax. If your desired name is already in use, try changing the spelling, rearranging the words, using a synonym, or adding a word. Any of these will allow you to keep a similar name while making it distinguishable.
What you do next depends entirely on what your goal. If you’re checking for name availability and your name is free in Delaware, you can proceed to reserve it and use it on your Certificate of Formation.
You can reserve your desired name for 120 days by paying a $75 fee. Or, instead of applying for a reservation, you can jump right to filing the Certificate of Formation, which will automatically register your name.
Need help getting your LLC off the ground?
An LLC formation service can take care of all the details for you. Using a formation service guarantees that your filings will be completed and submitted correctly. It eliminates the stress of doing it yourself and gives you more time to develop your business plan, network, or just relax. Two popular and reliable services are IncFile and LegalZoom – either one will set your LLC up so you can focus on starting a business.