Indiana Business Law Blog
What’s in a name? That which we call a rose By any other name would smell as sweet.
William Shakespeare, Romeo and Juliet, Act II, Scene II
Shakespeare may have been right about flowers, but about companies…not so much. Choosing the right name for your limited liability company (LLC) can be an important factor in its success. The name you select will not only represent your brand but will also serve as a legal identifier for your LLC. This article outlines key considerations for picking an LLC name, whether you’re forming a business entity or setting up a personal LLC, such as for estate planning. While this discussion focuses on Indiana LLCs, similar rules apply to LLCs across most states.
Legal Requirements and Restrictions for LLC Names
When choosing a name for your LLC, it’s crucial to comply with state laws and regulations. In Indiana, the Uniform Business Organizations Code provides specific rules for naming all business entities that must file with the Secretary of State.
Required Type Designator
The name of your Indiana LLC must include one of the following designators to clearly indicate its legal structure:
- LLC
- L.L.C.
- Limited Liability Company
While these designators can theoretically appear anywhere in the name, they are almost always placed at the end, sometimes preceded by a comma, sometimes not. The full phrase “Limited Liability Company” is rarely used. The most common choice is “LLC.”
For Series LLCs, the master LLC name must include a standard LLC designator, followed by “-S.” Series names must include the name of the master LLC (including the type identifier such as LLC-S) and the word “Series.” Most often, series names consist of the name of the master LLC, followed by “Series A,” “Series B,” etc.
Prohibited Type Designators
Indiana law prohibits LLC names that that include a type designator that would be misleading. For example, your LLC name cannot contain terms like “Corp.” or “Inc.,” which are reserved for corporations. A list of type designators is at Ind. Code 23-0.5-3-2.
Uniqueness of the Name
The name of your LLC must be distinguishable from the names, including assumed business names, of other entities filed with the Indiana Secretary of State. The designators (LLC, Inc., etc.) are not considered when determining name uniqueness. In other words, “ABC, LLC” is not distinct from “ABC, Inc.”
By the way, the reason contracts and other legal documents often include a phrase such as “an Indiana limited liability company” after the name is that uniqueness is a requirement only within the state. There may be more than one “Romeo & Juliet, LLC” in the country, but there can be only one organized in Indiana.
Acceptable characters
The Indiana Secretary of State will accept names that include only letters, numbers, and at least some punctuation marks. The statute does not impose a maximum number of characters, but there is a maximum number the Secretary’s website, inbiz.in.gov, can accept. I’m not sure what the maximum number is, but it’s enough to accommodate most names anyone would choose.
The IRS, however, is a little more restrictive. Online Form SS-4 (the application for an employer identification number or EIN) accepts only letters, numbers, hyphens (-), and ampersands (&). We advise clients to avoid other punctuation except for a comma before the type indicator, if that’s preferred (as in Harshman Ponist Smith & Rayl, LLC). You just have to leave the comma out of the name when dealing with the IRS. The maximum number of characters is probably form-specific. For example, Form W-2 accommodates fewer characters than Form SS-4. If you run into those problems after you’ve picked your LLC name, you should just do the best you can by abbreviating or even omitting words that still leave the name reasonably discernable. Generally, there will be no confusion because the IRS relies primarily on the company’s EIN for identification.
Drawing More Attention to Your LLC
A catchy, memorable name that resonates with the target audience can be an important factor in your company’s success, sufficiently important that the cost of market research to select a good name may sometimes be a good investment. Another consideration is the availability of an internet domain name that corresponds with the LLC’s name.
Drawing Less Attention to Your LLC
If your LLC is not for business purposes but rather for personal reasons, such as estate planning, you might prefer a more discreet name that does not draw attention. Many individuals opt for simple, nondescript names—often just a few letters or initials—that may hold personal significance but don’t attract undue attention. Common examples include initials of family members or a combination of meaningful letters and numbers. (Yes, numbers are permitted in an LLC’s name.)
Trademark Considerations
While trademark issues are not usually a concern for LLCs used for estate planning or other personal reasons, they can be crucial for business names for two distinct reasons.
- Avoiding Trademark Infringement: Ensure that your LLC name does not infringe upon the trademark of an existing business. Conducting a thorough trademark search with the help of an intellectual property attorney is the most reliable way to confirm your name’s availability. A simple Google search can also help you quickly rule out some candidates.
- Choosing a Strong Trademark: If your LLC is for business purposes, selecting a name that can be protected as a strong trademark is essential. The most effective trademarks are arbitrary or fanciful, such as a completely made-up word. Names that merely describe your business can be weak trademarks and may not offer much protection against someone else using the same or a similar name.
Some Other Mistakes to Avoid
There are a few other pitfalls you should know about, but most are unlikely to cause problems for most LLCs. A couple of them are:
- Avoid names that suggest a government entity. This one is a statutory prohibition, so don’t try to name your company “Federal Bureau of Investigation, LLC.”
- Avoid infringing another person’s right of publicity. About half the states, including Indiana, have statutes that create a right of publicity, an exclusive right to the commercial use of a person’s name and other personal attributes, such as image and voice. If you were to name your business “Peyton Manning Sports Equipment, LLC,” you would likely receive a strongly worded cease-and-desist letter from Mr. Manning’s lawyers.
Conclusion
Choosing the right name for your LLC is both a creative decision and a legal necessity. By following state-specific regulations, ensuring uniqueness, and considering trademark implications, you’ll set the foundation for a strong and effective LLC. Whether you’re building a business or creating an LLC for personal purposes, take the time to select a name that aligns with your goals and complies with the law.
If you have any questions or need further guidance on selecting the perfect name for your business or navigating the LLC formation process, don’t hesitate to contact us at Harshman Ponist Smith Rayl, LLC. Our experienced team is here to provide personalized advice and support every step of the way. Reach out to us today to ensure your LLC is set up for success!