Understanding the process of changing an Ohio LLC name is crucial to maintaining compliance and credibility.
After assisting numerous businesses in Ohio as a seasoned business consultant, I identified that many clients had difficulty navigating the process of LLC name changes efficiently.
I have, therefore, dedicated several hours of in-depth research into Ohio's business entity regulations and consultation with legal experts to provide this comprehensive step-by-step guide on LLC name changes in the state.
In this article, I'll walk you through the necessary procedures and legal considerations to ensure a smooth and successful LLC name change in Ohio.
Quick Summary
- To change the name of an LLC in Ohio, consult LLC members, check name availability, comply with Ohio's naming requirements, file a name reservation request, and amend the Articles of Incorporation
- Additional important steps include updating the operating agreement, notifying relevant individuals, and updating licenses and permits
- The process takes around seven business days, with a $50 filing fee. Expedited service is available for an additional fee
Step By Step Guide for LLC Name Change in Ohio
To change the name of your limited liability company in Ohio, it's essential to follow the right steps to ensure a smooth process:
1. Hold a Member's Meeting and Pass a Resolution
Conduct a member's meeting to discuss and vote on the name change. Passing a resolution with the majority's approval will officially authorize the name change process.
2. Check LLC Name Availability
Before initiating the LLC name change process, verify if your desired new Ohio LLC name is available. Ensure that no other business is already using the name you want.
You can check for name availability using the Ohio Secretary of State business name search tool [1].
The business owner must choose another name if the desired LLC name is unavailable. If the desired name is available, they can reserve it.
This step is crucial to prevent any potential conflicts and legal issues down the line.
Apart from the search tool available on the Secretary of State website, you can also utilize other methods to see if other businesses use your desired name.
You can check social networking sites like LinkedIn or Twitter or conduct a simple Google search. If a company is conducting business under your name, you must go for another one.
3. Follow The Ohio Naming Requirements
Comply with Ohio's naming rules and regulations when selecting a new name for your LLC.
Ensure the name includes the required identifiers, such as:
- "Limited Liability Company," "LLC," "incorporated," and "limited" or their abbreviations.
- Avoid using restricted words that may mislead or confuse the public.
- The full legal name of the domestic LLC must be used in all filings, including LLC Articles of Organization and other initial documents.
- Restricted words and phrases (e.g., "Bank," "University") cannot be used in the name of an Ohio LLC unless your company obtains a specific exemption from the state.
- The Ohio Secretary of State's website offers detailed information about business names for LLCs.
The Ohio Secretary of State's website offers detailed information about business names for LLCs.
4. File a Name Reservation Request
Ohio Secretary of State allows business owners to reserve their business name for 180 days before registering it.
Suppose you want to register under a different name but still have to sort out other legal matters for your limited liability company. In that case, you can reserve a new name.
All you have to do is file an Application for the Reservation of Name with the Ohio Secretary of State and pay the applicable filing fee.
The required filing fee for online applicants is $25, while mail filing costs $39.
Make sure to provide the necessary information when reserving your new name. Your mailing address, name, and contact information of your registered agent in Ohio (statutory agent) and the company's type are all needed.
After you have filed your request, it will be processed within five business days. You will then receive a certificate of reservation that confirms your new name.
5. Amend Your Articles Of Incorporation
The next step will be to change the initial Articles of Incorporation by filing an LLC amendment form with the Ohio Secretary of State.
If you are not changing your formal business structure or your registered agent, the name change will only require you to file the Articles of Amendment for the business name change.
Update Form 543 (A), also called Domestic Limited Liability Company Certificate of Amendment [2]. This form will allow you to change the name of your LLC.
There is a $50 filing fee for this form. You can file for the Certificate of Amendment online or by mail.
Once processed, a certified copy of your Certificate of Amendment will be sent to your operating address.
Authorized shares and/or par value can also be changed as part of this filing. If you are changing your LLC's registered agent, the name change process is a little more complicated.
The same goes for the change in your structure. For example, if you are changing from a sole proprietorship to an LLC or switching from a single-member LLC to a multi-member LLC.
Additional Important Steps During Name Change Process
Additional measures might play a vital role in ensuring a smooth and seamless transition to the new name.
These additional steps might include:
1. Updating the Operating Agreement
You should amend the LLC's operating agreement to reflect the new name and any other relevant changes resulting from the name change.
2. Updating Federal and State Tax Authorities
Inform federal and state tax authorities about the LLC's name change. Update your tax information with the Internal Revenue Service (IRS) and the Ohio Department of Taxation.
3. Notifying Banks, Vendors, and Clients About the Name Change
Inform banks, vendors, clients, and other relevant parties about the LLC's new name. Update all business accounts, contracts, and marketing materials to reflect the change.
4. Updating Business Licenses, Permits, and Registrations
Update any business license, permit, or registration associated with the limited liability company to include the new name. This step ensures legal compliance and avoids any disruptions in business operations.
Timing and Processing of the LLC Name Change in Ohio
Understandably, the LLC name change process in Ohio requires some patience. You must wait for approval after submitting your Certificate of Amendment to the state. It will take around 24 hours to approve your Ohio business name.
The timing for each step of the LLC name change process can vary based on document processing times and stakeholder responses. Planning for a few weeks is recommended to complete all necessary steps.
Some states may offer expedited processing options for LLC name changes, allowing for a faster turnaround time. Check with the Ohio Secretary of State's office to see if such options are available and if they meet your requirements.
Delays may occur due to incomplete or incorrect paperwork, member disagreements, or unforeseen circumstances.
To avoid delays, ensure all documents are accurate and complete, obtain member consensus beforehand, and adhere to the state's guidelines throughout the process.
Reasons for Changing the LLC Name
There are several valid reasons why you might consider changing the name of your LLC in Ohio:
1. Rebranding: Sometimes, businesses go through a rebranding phase to update their image or align with a new vision. Changing the LLC name allows you to reflect these changes and project a fresh identity to your customers.
2. Shift in Business Focus: If your business entity has evolved and offers different products or services, a name change can better represent your current offerings and avoid customer confusion.
3. Legal Compliance: In some cases, the initial LLC name might infringe on existing trademarks or copyrights. Changing the name can be a wise decision to avoid any legal issues.
4. New Ownership or Partnership: When new owners or partners come on board, a name change for the limited liability company can signify a new chapter and symbolize the collaboration of ideas and efforts.
4. Mergers and Acquisitions: If your limited liability company is involved in a merger or acquisition, changing the name might be necessary to reflect the new entity formed due to the business combination.
6. Cultural or Sensitivity Reasons: Sometimes, an LLC's name may unintentionally offend or be culturally insensitive. In such cases, renaming the business showcases your commitment to inclusivity and respect.
7. Avoiding Outdated Names: Over time, some business names may become outdated or irrelevant to your offerings. Changing the name can keep your brand fresh and appealing to customers.
8. Resonating with Target Market: If your current LLC name doesn't resonate well with your target market, a new name can help attract the right audience and boost your business.
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FAQs
How Much Does It Cost to Change the Name of an LLC in Ohio?
It costs $50 to change the name of an LLC in Ohio. The Ohio Secretary of State is responsible for processing name change requests for a limited liability company. Remember that this filing fee is subject to change, so checking the official website for the most up-to-date information is advisable.
How Long Does It Take to Change the Name of an Ohio LLC?
It takes around seven business days to complete the process of changing the name of an Ohio LLC. The appropriate authorities handle the necessary paperwork and legal formalities during this period. Expedited service allows you to file an Ohio amendment within two days, costing an additional $100.
Can I Change the Name of My Foreign LLC in Ohio?
You can change the name of your Foreign LLC in Ohio through a formal process. First, ensure that the new limited liability company name complies with state naming requirements. Then, file a Certificate of Amendment with the Ohio Secretary of State, providing the original and new names and relevant registration information.
How Do I Change My DBA in Ohio?
You can change your DBA in Ohio by filing a 'Registration of Trade Name' form with the Secretary of State. Ensure the new name is legitimate and available for use. This process facilitates a smooth transition, enabling your limited liability company to operate legally under the desired trade name.
Changing the Name Of An LLC In Ohio
Changing the name of an LLC in Ohio is a straightforward process, but attention to detail and adherence to legal requirements is crucial, such as the ones from the Ohio Department of Taxation.
The key steps involve verifying name availability, filing the necessary paperwork with the Ohio Secretary of State, and updating licenses, permits, and financial accounts.
Additionally, notifying business partners and clients and updating their online presence ensures a seamless transition.
If you need help, you can consult professional formation services like IncFile to lead you through each step you must take and change the name of your Ohio LLC.
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References:
- https://www.ohiosos.gov/businesses/information-on-starting-and-maintaining-a-business/guide-to-name-availability/
- https://www.ohiosos.gov/globalassets/business/forms/543a.pdf
