When running a California Limited Liability Company, also known as an LLC, there may come a time when you need to change the name.

In California, the process is straightforward, but missing small details can be detrimental and the process can be time consuming. This article aims to provide a guide on the mechanics of how to change the name of an LLC in California, but having the legal filing and legal notices completed by a corporate attorney is always advisable.

This article does not address the filing of a fictitious business name statement to adopt a trade name, but read on to learn about changing the legal name of a California LLC.

Whether your Limited Liability Company is rebranding, merging, or simply adjusting to meet evolving business needs, our experienced attorneys have successfully completed name changes of countless other businesses and can easily change the business entity name of your LLC for you.

Key Considerations Before You Change the LLC Name in California LLC

Before embarking on the process of changing your California LLC name, there are a few key considerations that warrant your attention.

Adhere to California LLC Name Guidelines

First, ensure the proposed LLC name adheres to naming guidelines for California LLCs, such as the inclusion of “LLC” or similar designations at the end of the name.

Ensure the LLC Name Will be Unique

Second, the proposed LLC name must be distinct from any other existing business registered in the state, so use the Secretary of State’s website to search for the business proposed LLC name to see if it is available. Federal and state trademark searches are also advisable to avoid possible trademark infringement lawsuits in the future.

Check for Available Internet Domain Names

Finally, remember to check if the new name is available as a web domain if you plan on maintaining an online presence for your business.

Legal Procedures for Change Your LLC Name Change in California

The legal procedures to officially change the name of your California LLC include, but are not limited to, the following steps:

Amend Your California LLC Articles of Organization

The first step is to amend your Articles of Organization with the California Secretary of State. There are a few ways to do this (Form LLC-2NA Certificate of Amendment Name Change Only and Form LLC-10 Restated Articles of Organization may also be options), but the most common is to file an Amendment to the Articles of Organization by drafting and submitting a completed Form LLC-2 together with the required filing fee.

Amend Your California LLC Operating Agreement

Next, a business owner will need to update the Operating Agreement of the California LLC once the Amendment to Articles of Organization to change the LLC name in California, and drafting this amendment can be done after the certificate of amendment has been filed and is being processed.

To amend the Operating Agreement to reflect the new LLC name in California, reflect the name change proposed in your California LLC Certificate of Amendment to the Articles of Organization and any other changes you might wish to make.

Once the Secretary of State office has accepted your California LLC Certificate of Amendment to the Articles of Organization, the amendment to your LLC Operating Agreement will need to be signed by all members to formalize the name change internally.

Filing a Statement of Information After an LLC Name Change

Once your California LLC name change is officially processed, you will need to file a Statement of Information with the Secretary of State.

The Statement of Information, also known as Form LLC-12, should be filed within 90 days of the LLC name change. A filing fee may be required if within the biennial filing period, otherwise no filing fee will be required.

Notifying the Internal Revenue Service About the LLC Name Change

After your LLC’s name change has been officially processed make sure to inform the Internal Revenue Service of the name change. This may be complete either in the form of a letter containing the old name, new name, and EIN with a copy of the Certificate of Amendment enclosed or may be indicated when you next file taxes for your LLC, but we prefer to make the name change notification immediately to avoid the possibility of future confusion.

Notifying the California Franchise Tax Board About the LLC Name Change

Following the acceptance of your LLC name change by the Secretary of State, there are no business filings or other notifications to the California Franchise Tax Board about the name change; the Secretary of State will make sure to communicate this information.

Remember, these steps only change the legal name of your LLC with the state. If your LLC is registered to do business in other states, you must file similar forms in those states as well. Also, if you have a trademark on your old business name, a new trademark application for the new name might be necessary. Consult with a knowledgeable attorney to ensure you’re covering all your bases.

Vendor Notification After You Change Your LLC Name in California

Now that the legal work is complete, the business owner will undertake notifying its vendors, customers, and employees of the business name change. While certainly not completely inclusive, below is a list of who you may need to notify of the new business name.

Business Bank Accounts

Notify your business bank about your new limited liability company name in California. Your bank will likely request a copy of the Certificate of Amendment and Statement of Information showing the new business name.

Business Licensed and Permits

Update your Business Licenses and Permits after changing your California business name. This may usually be done in person or by mail with the proper forms, but often you can file online as well.

Customers and Vendors

Let your customers and vendors know about your LLC’s current business name, and make sure to check all your contracts and agreements to see if they need to be amended to reflect the new business name.

Online Presence and Marketing Materials

Change your business name on your website, social media accounts, business directories, marketing materials, letterhead, business cards, and any other public-facing or online sources where you hope to be found.

Business Insurance Brokers and Insurers

Contact your business insurance broker or insurers and let them know about the new business name. You may need to provide documentation of the name change, which will vary between brokers and insurers, but it is important to update the business name for insurance to ensure your coverage continues under the new business name.

Property Manager or Escrow Company

Let your property manager know about the business name change if you lease commercial space so they may address leases to be amended to reflect the new LLC name.

If your LLC owns real property, contact an escrow company about changing the title of those properties to the new business name.

United States Postal Service

Let the post office know about the name change to prevent mail addressed to the new business name from being returned to the sender. You may generally file the notice in person or online.

California Employment Development Department and Board of Equalization, if Applicable

If your LLC has an EDD number or seller’s permit, do not forget to file notice of the new business name to these taxing authorities. You may wish to have your accountant file notice of this name change if you do not handle these accounts personally.

United States Patent and Trademark Office and United States Copyright Office

If your LLC owns registered intellectual property, contact your intellectual property attorney to file to have your business name changed with the the appropriate governmental agency and reflected on your intellectual property registrations.

Consequences of Not Properly Changing Your LLC Name

Failing to properly change your California LLC name can lead to a host of potential legal and operational complications.

Legal Consequences

In a legal context, you may face penalties from the California Secretary of State, the California Franchise Tax Board, and the IRS if they are not correctly informed about the name change. This can also hinder your annual report filing process.

Operational Consequences

Operationally, an incorrect or outdated LLC name can create confusion among clients, vendors, and potential business partners, potentially impacting contractual obligations and damaging your brand reputation.

Sales and Marketing Consequences

Further, you could lose web traffic if your domain name doesn’t align with your new LLC name, affecting your online visibility and potentially your sales.

Intellectual Property Consequences

Finally, failure to update your LLC’s name could lead to potential trademark disputes if another company registers a similar name. It’s crucial to understand the importance of properly changing your LLC’s name and executing the process with diligence and care.

Let San Diego Corporate Law Help You with Your California LLC Name Change

Navigating the intricacies of changing your LLC’s name can be a complex and demanding process. The experienced attorneys at San Diego Corporate Law do entity name changes regularly and are here to help you, ensuring every legal requirement is met and potential consequences are avoided.

Do not leave your business vulnerable by trying to navigate this process alone or with a non-attorney service for online filings. Contact us today and let us take care of each legal step of your California LLC name change.