Incorporation Name SearchYou can do an incorporation name search online or by telephone. Most states now offer free searches through their corporate filings data base. You can log on to their website to search for name availability and information about existing companies. Most often the Secretary of State is in charge of filing and keeping public records regarding corporations, limited liability companies (LLCs), limited partnerships (LPs), limited liability partnerships (LLPs), limited liability limited partnerships (LLLPs), business trusts, trademarks, and in some cases assumed or fictitious business names (DBAs). Please see my Incorporate Online article for QuickLinks to each state's corporations department website where you can do your incorporation name search. SEARCHING When you do your incorporation name search, you will search through the state’s data base of all their company filings, not just the corporation filings. This is because your company’s name must not be deceptively similar to that of any other business entity name. “Ajax Corporation” will not usually be acceptable for use if there is already filed an “Ajax LLC” or “Ajax LP”. On the other hand, under most state general corporation statutes the name “Ajax Corporation” is distinctly different from “Ajax Management Corporation”. Your incorporation name search will be state specific. In other words, if you are searching the Nevada Secretary of State’s Business Entity Search website, your incorporation name search results will return only company names and company information regarding Nevada-registered companies. A California registered company with the same name would not appear in Nevada’s official filings unless that California company was also registered or qualified to do business in Nevada (i.e. “filed” with the Nevada Secretary of State as a “foreign” (non-Nevada) corporation authorized to do business in Nevada). TRADEMARKS You’ll also want to be aware of any potential trademark infringement issues. When you do your incorporation name search you may be able at the same time to search a state’s online data base for registered trademarks that contain a word or name you plan to use for your company name or trademark. Federal trademark information is available through the U.S. Patent and Trademark Office. You can begin your federal trademark search here. INTERNET DOMAIN NAMES If you plan to use the company name for a website, you can search the name, word or phrase availability at a domain name registrar such as GoDaddy. In that case, a domain name is considered to be different from other similar names if its ending is different. For example, “Ajax.com” is different from “Ajax.net” or “Ajax.org”. You may want to consider buying and registering all similar domain name endings so a competitor cannot hijack potential visitors to or from your website. You may also consider acquiring similar domain names that contain your domain name words separated by hyphens. For example, AjaxCorporation.com and Ajax-Corporation.com; AjaxCorporation.org and Ajax-Corporation.org. When registering a domain name, remember there are no blank spaces between words in the domain name. That can lead to some unwanted and embarrassing results. Look at these examples:
COMPANY NAMES AND NAME ENDINGS State incorporation statutes generally have rules regarding the use of certain words in a company’s name. For example, the state will usually require prior application and approval for you to include the word “bank”, “insurance”, “trust” or “trustee” in your company’s name. For a good example of categorical name restrictions please see Nevada's restricted word list. In the United Kingdom, its colonies and the Commonwealth, the word “royal” is generally restricted to use by the Crown. Your corporate name will likely be required to end with a term that identifies it as not being a natural person. This is especially true if you plan to use your own or other human person's name for the corporation. (For example, “Joe Doakes & Associates”.) The name ending puts the public on notice that as a separate legal person it is responsible for its own debts and obligations. This alerts the public at large to the fact that the company’s liability is limited to its own separate assets. In other words, when other persons or companies transact business with your company, as creditors they must look only to your company’s assets for satisfaction of its own separate debts and obligations. (Except in cases where your company’s “veil” may be pierced.) While the company's name ending may not factor in to your initial incorporation name search, you should check your filing state’s statutes for company name ending requirements and limitations. Here are some general examples of usually acceptable name endings that send the message of limited liability: For-profit and nonprofit corporations; and close corporations; and cooperative associations:
Professional Corporations:
For limited liability companies:
For limited partnerships:
For business trusts:
PROFESSIONAL FIRM NAMES If your firm will operate a regulated profession or licensed practice, you should be aware there may be legal restrictions on its ownership. For example, a medical practice that is formed as a professional corporation (PC) may only have shareholders that are state licensed medical doctors. And, the name of at least one of the shareholders may be required to be included in the professional corporation's name. Consult your profession’s governing board and legal advisors before forming your business entity to ensure you will be in compliance with all applicable laws. Your firm name, trade name or professional designation may be considered to be a public “communication” that is subject to certain professional regulation, ethics or truth-in-advertising rules. State statutes, and state professional licensing boards, associations, regulatory commissions or agencies may restrict the use of certain terms in a firm’s name. Such restrictions are usually intended to protect the public from being confused, mislead or deceived by your firm’s name. Potential pitfalls or misleading terms and titles may include references to:
Discuss your firm name options with your attorney and professional advisors before you form or register your company. You do not want or need any ugly surprises after the fact. FICTITIOUS FIRM NAME (DBA) A fictitious firm name, also known as an “assumed name” or referred to as a “DBA” (“doing business as”), is a name other than your company’s natural name (officially registered name). You may use the DBA to publicly conduct your company’s business. For example, “Ajax Corporation DBA Commercial Bookkeeping”. “ Commercial Bookkeeping” is a fictitious or assumed business name that is used by Ajax Corporation to advertise its bookkeeping services to the public. A fictitious firm name filing may be made with the Secretary of State’s corporation division, or the County Clerk or Recorder’s office, depending upon state or local laws. You may need to check with the state or local authorities to determine the proper filing requirements for DBAs, name useage and name availability. For example, see Nevada's requirements for DBA filings. It is not unusual for banks and financial institutions to require a copy of your filed fictitious firm name application before they will open a bank checking or other account under the fictitious firm name. NAME RESERVATION After you conduct your incorporation name search and finally decide upon your company’s name, you can usually reserve that name with the state filing agency. This will reserve that name exclusively for your use. For example, Nevada’s Secretary of State will reserve a corporation name for a limited period of 90 days for a fee. If after you conduct your incorporation name search you think your chosen company name is one that may be snatched up by someone else before you can make your filing, you can hold that name to buy time to get your filing made. KNOW WHAT YOU ARE DOING The purpose of this discussion is not to give you the most authoritative or detailed information on incorporation name search techniques. It is to help you understand there are many aspects to be considered when you do your incorporation name search. This may help you intelligently discuss your options and business entity planning with your spouse, family, business associates and professional advisors. Consult with your professional legal and tax advisors before proceeding, but have a basic knowledge of the discussion parameters before hand.
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