Before making any significant changes like a name amendment, it’s crucial to ensure that your company is in good standing with the Delaware Secretary of State. Being in “good standing” means that your company is up-to-date with all statutory requirements, including filing necessary reports and paying any associated fees. If your company is not in good standing, you may need to resolve these issues before proceeding with a name change.
Once you’ve confirmed your company’s good standing, the next step is to verify that the new name you want is available. Use the Delaware Division of Corporations’ Entity Name Search tool here. Remember, the name you choose must adhere to any specific requirements set by the state of Delaware. The name should be distinct from other registered businesses should not mislead or confuse the public, and it should not imply an objective that would be illegal. Additionally, names that closely resemble federal agencies or suggest membership with a state or federal agency are generally not allowed.
Here are the specific requirements for each entity type:
Corporation: The name of a corporation in Delaware should include one of the following words or their abbreviations: “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate,” or “limited.” The name should be distinct from other reserved names and those of existing corporations, partnerships, limited partnerships, limited liability companies, or statutory trusts in Delaware, unless written consent has been obtained. The word “bank” or its variations is generally not permitted unless it refers to a regulated banking entity.
Limited Partnership: The name of a limited partnership in Delaware should include the words “Limited Partnership” or the abbreviation “L.P.” or the designation “L.P.” It may also contain the name of a partner and certain specified words such as “Company,” “Association,” “Club,” “Foundation,” “Fund,” “Institute,” “Society,” “Union,” “Syndicate,” “Limited,” or “Trust” (or abbreviations thereof).
Limited Liability Company: The name of a limited liability company in Delaware should include the words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC.” It may also contain the name of a member or manager and certain specified words such as “Company,” “Association,” “Club,” “Foundation,” “Fund,” “Institute,” “Society,” “Union,” “Syndicate,” “Limited,” or “Trust” (or abbreviations thereof).
Partnership: The name of a partnership in Delaware may contain the name of a partner and certain specified words such as “Company,” “Association,” “Club,” “Foundation,” “Fund,” “Institute,” “Society,” “Union,” “Syndicate,” or “Trust” (or abbreviations thereof). For limited liability partnerships, the name should end with “Limited Liability Partnership,” “L.L.P.,” or “LLP.” The name should be distinct from other entities unless written consent is obtained.
Statutory Trust: The name of a statutory trust in Delaware should be distinct from the names of other entities unless written consent is obtained. It may contain the name of a beneficial owner, trustee, or other person, as well as certain specified words such as “company,” “association,” “club,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” “limited,” or “trust” (or abbreviations thereof).
After confirming the name’s availability, draft a resolution proposing the name change. This resolution must be adopted and approved by your company’s board of directors (for corporations) or members (for LLCs). Properly document this process and keep a record of the vote for future reference. Here is a sample template for a corporation:
UNANIMOUS WRITTEN CONSENT BY THE BOARD OF DIRECTORS OF
[OLD NAME], INC. IN LIEU OF A MEETING
Pursuant to the General Corporation Law of the State of Delaware, as amended, which provides that any action required to be taken at a meeting of the board of directors of a corporation may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors, the undersigned, being all of the directors of [Old Name], Inc., a corporation (the “Corporation”), do hereby waive any and all notices that may be required to be given with respect to a meeting of the directors of the Corporation and do hereby take, ratify, affirm, and approve the following actions:
RESOLVED, that it is in the best interest of the Corporation to amend its Certificate of Incorporation to change the name of the Corporation to “[New Name], Inc.”;
RESOLVED, that the Corporation hereby recommends that shareholders approve a resolution that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:
“FIRST: The name of the corporation shall be [New Name], Inc.”
RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and directed to take all such further actions and to execute and deliver all such instruments and documents in the name and on behalf of the Corporation, and under its corporate seal or otherwise, as in their judgment shall be necessary, proper, or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing resolutions.
The undersigned, being all of the directors of the Corporation, hereby unanimously consent to, approve, and adopt the foregoing actions as of [insert date], notwithstanding the actual date of the signing.
Dated: [insert date]
With the resolution approved, you need to file a Certificate of Amendment and a Filing Cover Memo with the Delaware Secretary of State. This document should include the current name of your company, the proposed new name, and the date the change is to take effect. For a Delaware corporation, complete and submit this form. For an LLC, use this form. For amendments for all other entity types see this list.
To submit the forms, click here and select “Document Upload”.
The Delaware Division of Corporations provides a Document Upload Service that allows users to electronically submit Amendment and other business entity documents for filing or certificate requests. This service is available Monday through Thursday from 7:45 am to 11:59 pm (EST), and on Friday from 7:45 am to 10:30 pm (EST). However, it is not available on weekends, state holidays, or during unexpected closures of the Division of Corporations.
It’s important to note that this service only accepts submissions and does not provide direct online filing or retrieval of business entity documents. Additionally, it does not calculate fees. Users can refer to the fee schedule or contact the office for information regarding fees. Charges for the requested services will be applied when the order is processed, and an invoice will be sent with the completed request.
Frequent users of the service can have their Submitter Information pre-populated on the Document Upload form by creating a My eCorp account. To link the My eCorp account with the Division of Corporations account number, users need to contact the Technical Support Section at Dosdoc_Tech_Support@delaware.gov or at (302) 857-4626 to link your My eCorp account with your Division of Corporations account number.
After submission, users can view their confirmation and submitted documents in their My eCorp account under the Orders tab. However, the processed requests will not be available for download or online viewing. Invoices for completed requests or services can be obtained through the My eCorp account for a period of 90 days.
A filing fee of $194 is required with the amendment, plus $9 for Cover Memo, all payable at the time of filing. Normal processing takes about a week but for expedited service is available for extra:
Once the name change for your business entity is approved and becomes effective, it is essential to promptly update all relevant documents, contracts, and marketing materials with the new name. This ensures consistency and clarity in your business operations and communications. Here’s a guide on how to proceed:
No, you generally do not need to obtain a new Employer Identification Number (EIN) after a company name change. The EIN, also known as a Federal Tax Identification Number, is assigned to your business entity by the Internal Revenue Service (IRS) and is used for tax and identification purposes.
Visit the IRS Business Name Change page to find out what actions are required if you change the name of your business.
When you change the name of your Delaware company, you need to inform the IRS about the name change by filing Form SS-4, Application for Employer Identification Number. On the form, you will indicate the new name of your company and provide any other relevant information requested by the IRS.
The IRS will update their records to reflect the new name associated with your existing EIN. This ensures continuity of your tax records and allows you to use the same EIN for your business. It is important to notify the IRS promptly to avoid any potential issues with tax filings and correspondence.
However, it’s worth noting that if your company undergoes certain changes, such as a change in legal structure (e.g., converting from an LLC to a corporation), you may be required to apply for a new EIN. Additionally, if you have other business entities associated with the old name, such as subsidiary companies, it is advisable to update their records as well.
Here are some reasons why a company might consider changing its name:
Many well-known companies have changed their names during their history. Here are a few examples:
Generally, the process can be completed within a week.
Typically, the effective date is the date of filing or a specific date requested by the filer. It is important to update all relevant documents, licenses, and contracts with the new name after the effective date to ensure consistency and avoid any confusion. If you have specific time-sensitive considerations or requirements, it is recommended to consult with legal professionals or the Delaware Division of Corporations for more precise information on the timing of the name change.
Yes, you can reserve the new name for your Delaware company before officially changing it. The Delaware Division of Corporations offers a name reservation service that allows you to reserve a name for up to 120 days. This reservation period provides you with time to prepare the necessary documents for the name change and complete the filing process. Reserving the name helps ensure that it will be available when you are ready to proceed with the official name change.
No, you cannot change the name of your Delaware company to a name that is already reserved by another entity. The Delaware Division of Corporations maintains a record of reserved names, and it is important to ensure that the desired name is available for use. If another entity has already reserved the name, it means they have exclusive rights to use that name for their business. Using a reserved name could result in legal issues and potential trademark infringement claims. It is crucial to conduct a thorough search to ensure that the desired name is not already reserved by another entity before proceeding with a name change.
Changing the name of a Delaware company does not affect its legal status or obligations. The company’s legal structure, rights, and responsibilities remain the same. The name change is primarily a procedural and administrative matter to reflect the new identity of the company. It is important to update all relevant documents, contracts, and licenses with the new name to maintain accurate records and ensure compliance with legal requirements. However, the change of name itself does not alter the company’s legal standing or obligations.
Generally, you do not need to notify the Internal Revenue Service (IRS) separately about the name change of your Delaware company. Once the name change is approved and effective with the Delaware Division of Corporations, you should update the company’s information with the IRS by filing the appropriate tax forms during the regular tax filing process. It is important to ensure that the new name is accurately reflected on the company’s tax returns and other tax-related documents. However, if you have specific tax-related concerns or questions, it is recommended to consult with a tax professional or seek guidance from the IRS directly.
Changing the name of a Delaware company while it is involved in legal proceedings or has pending lawsuits may have implications on those cases. It is advisable to consult with legal counsel to assess the potential impact of a name change on ongoing legal matters. Depending on the specific circumstances, it may be necessary to seek court approval or notify the opposing parties and the court about the name change. Legal professionals can provide guidance on the proper procedures and any necessary documentation to ensure compliance with the court’s requirements and to minimize disruptions to the legal proceedings.
Yes, you can change the name of your Delaware company even if you have outstanding debts or obligations. However, it is important to note that changing the name of your company does not absolve you of any financial obligations or debts that were incurred under the previous name. You are still responsible for fulfilling your contractual obligations and repaying any outstanding debts. It is recommended to inform your creditors and other relevant parties about the name change to ensure a smooth transition and avoid any confusion. Additionally, updating your company’s name on official documents and records will help maintain accurate financial records and ensure compliance with legal requirements.
Yes, it is important to update your company’s name on all bank accounts and financial institutions after changing the name of your Delaware company. Contact your bank or financial institution to inform them about the name change and provide the necessary documentation to update your account records. This will ensure that your company’s name is accurately reflected on all financial documents, transactions, and statements. Updating your company’s name with your bank and other financial institutions will help maintain clarity and consistency in your financial records and avoid any potential issues with payments, deposits, or other banking activities.
Yes, it is possible to change the name of your Delaware company multiple times. There are no specific limitations on the number of times you can change your company’s name. However, it is important to consider the administrative and legal implications of frequent name changes. Each name change will require filing the necessary documents, updating records, notifying stakeholders, and making changes to various legal and business documents. It is advisable to carefully consider the reasons for changing the name and ensure that it aligns with your long-term business goals to avoid unnecessary confusion or disruptions. If you are considering multiple name changes, it may be beneficial to consult with legal professionals to understand the potential impacts and ensure compliance with relevant laws and regulations.
Yes, you can change the name of your Delaware company without altering the ownership structure. The name change is primarily a legal and administrative process that does not require any changes to the ownership or structure of the company. You can update the company’s name while maintaining the same shareholders, directors, and officers. The name change will be reflected in the company’s official records and documents, but the ownership structure and ownership interests will remain unchanged. It is important to ensure that the name change is properly documented and updated with the appropriate authorities, such as the Delaware Division of Corporations, to maintain accurate records and comply with legal requirements.
If your desired company name is already trademarked by another party, it is generally advisable to choose a different name to avoid potential trademark infringement issues. Using a name that is already trademarked could lead to legal disputes and potentially significant financial and reputational consequences. Even if Delaware registers it, you may have a complaint from the registered trademark holder on your hands later on. Conduct thorough research and trademark searches to ensure that the name you choose is available for use and does not infringe upon the rights of others. It is recommended to consult with a trademark attorney who can assist you in conducting a comprehensive search and guide you through the trademark registration process to protect your company’s brand identity.
Yes, you can change the name of your Delaware company to a foreign language name. Delaware allows for the use of foreign language names in the formation and naming of companies. However, it is important to ensure that the foreign language name meets the other naming requirements set forth by the Delaware Division of Corporations. The name should still be distinguishable, not misleading, and comply with any applicable rules or guidelines. It is recommended to consult with legal professionals who can assist in navigating the requirements and implications of using a foreign language name for your Delaware company.
