It is important to distinguish between changing the name of a company and changing a registered trade name or the registrant who filed for a trade name. There are forms specific to changing a registered trade name or registrant whereby one will effectively relinquish one trade name and adopt another.
Q. I have been operating a small manufacturing company for roughly five years. We are looking to change our image as we expand our business. We want to change the name of our business. What do we have to do to get this done?
A. Changing the name of a business, whether a corporation, limited partnership, limited liability company or other entity, is fairly straight-forward and can be done without causing much disruption to operations.
When your company was first formed, you would have filed articles of incorporation with the Secretary of State which set forth essential information about your company such as its name, principal place of business, registered agent and purpose. Since you will be changing the name of your company, you will need to notify the Secretary of State of this change by filing an amendment to the articles you previously filed. The Secretary of State will, in-turn, notify the world by recording the name change on the State’s public record. [Some states have change of name forms. Ohio does not. So, if your company is not registered in Ohio, you will need to check the applicable local corporations’ statute and/or website for the proper form to be filed.] Unless otherwise restricted in the company’s bylaws/code of regulations, directors and shareholders have the power to pass resolutions to amend the articles of incorporation to make changes to information such as: the corporation’s name, address, agent and share ownership, among others.
In order to amend the articles of incorporation of your company to change its name in Ohio you will need to complete and file the applicable form for an amendment of the articles of incorporation along with the necessary attachments which will include the authorizing resolutions for the change of name, statement of the new name and the filing fee. Be sure to include all attachments and the filing fee otherwise your filing may be rejected. The Secretary of State will process your filing and/or notify you of deficiencies, if any, generally within two to three weeks.
It is important to distinguish between changing the name of a company and changing a registered trade name or the registrant who filed for a trade name. There are forms specific to changing a registered trade name or registrant whereby one will effectively relinquish one trade name and adopt another. The form required to do so will differ from that used to amend the articles of incorporation. Please note that you should use caution when searching online for answers to questions regarding filings and which will impact your business operations. While the internet can be a great resource certain of the information found online can be unreliable due to the author’s limited familiarity of or appreciation for the nuances related to business corporation laws and the related filings. Filings must be done according to statute so be sure to look to the Secretary of State or other appropriate authority for guidance. Feel free to contact the Counselor at firstname.lastname@example.org for more help.
Be well and Godspeed.
Aaron A. O’Brien, Esq.
Aaron is a business associate at Baker Hostetler LLP and a Committee Member with the Legal Aid Society of Cleveland.