People frequently decide to change the name of their LLC and it’s usually not a problem. Changing the name of your LLC in NY is accomplished by filing a Certificate of Amendment pursuant to Section 211 of the New York State Limited Liability Company Law (for more information on our flat fee LLC name change service click here).
A Certificate of Amendment can be filed by a domestic or foreign LLC. It can also be used to change other provisions in the original Articles of Organization (or Articles of Incorporation if your business is incorporated). Some changes to your Articles of Organization may be made by filing a Certificate of Change, and the filing fee for this particular document is lower than the filing fee for a Certificate of Amendment. However, there are some nuances between these two documents so it’s important to use the one that is appropriate for your specific situation.
File a DBA
One can also file a DBA (“doing business as”) rather than officially changing the name of the LLC. In New York this is technically called a “Certificate of Assumed Name.” DBAs are required for NY LLCs, Corporations, and Limited Partnerships that conduct business under a name other than their true legal name according to N.Y. General Business Law § 130. For these entities, a DBA must be filed with the NY Department of State in Albany. For Professional entities (PLLCs and PCs), consent should first be granted from the NY Education Department.
If you’re considering filing a DBA for a corporation, keep in mind that there is an additional filing fee for each county in NY that the corporation conducts business in. Thus, from a small business perspective this may not be the most economical option. If your corporation does business throughout the state of New York the fees can add up quickly (the Department of state charges $100 for each county in the NYC area and $25 per county in upstate NY). However, for LLCs there are no additional fees for each county. The LLC only has to submit the Certificate of Assumed Name with the Department of State.
DBAs for sole proprietorships and general partnerships are not filed with the Department of State in Albany. Instead, for these two types of entities DBAs are generally filed with the County Clerk of the county where your LLC is located.
Reserve a name for your LLC
In New York, the Department of State will also let you reserve a name for your LLC or Corporation. This may be of interest to you if you want to change the name of your LLC, or you’re planning on forming a new LLC, and you want to lock down the name in advance.
Prior to changing the name of the LLC you should do a clearance search to make sure that the new name is available for use. You should also consult the LLC operating agreement to confirm that changing the name is contractually permissible. Once the name change is made, you will need to notify the IRS of your business name change and any possibly other agencies too (your bank, state tax authority, etc.).
Consulting a business attorney may be helpful when navigating the LLC name change process. Depending on the situation, it may make sense to simply dissolve the original LLC and form a new LLC rather than filing a Certificate of Amendment or filing a DBA.