Frequently Asked Questions
Business Entity Names
The proposed name of a business entity must be written in English letters, Arabic
or Roman numerals, and be distinguishable upon the records of the Commission maintained
in the Office of the Clerk from a name that has been designated, registered or reserved
for use by a business entity and the names of all active business entities, except
What letters, numbers and marks can be included in a business
The name of a business entity must be written in English letters or Arabic or Roman
numerals. It may also include any of the following marks: periods, commas, colons,
semi-colons, apostrophes, round parentheses, dashes, minus signs, plus signs, equals
signs, question marks, exclamation points, and @, #, $, %, &,
and *. No other letters, numbers or marks are acceptable.
Are any words or abbreviations required in a business entity’s
The answer depends on the type of business entity. Here are the basics.
The name of a stock corporation must include the word "company," "corporation,"
"incorporated," or "limited," or the abbreviation “Co.,” “Corp.,” "Inc." or "Ltd."
The name of a limited liability company must include the words "limited company"
or “limited liability company," or the abbreviation “LC,” “L.C.,” "LLC" or "L.L.C."
The name of a limited partnership must include the words "limited partnership" or
the abbreviation “LP” or "L.P."
Additional options are available for a professional corporation or a professional
limited liability company, and additional requirements are imposed on general partnerships
and limited partnerships that register for status as a registered limited liability
partnership. See the Instructions to forms SCC544,
LLC1103 and UPA132.
How does the Clerk’s Office determine if a name is distinguishable?
The proposed name of a business entity must be distinguishable upon the records
of the Commission maintained in the Office of the Clerk from a name that has been
designated, registered or reserved for use by a business entity and the names of
all active business entities, except general partnerships.
In determining whether a proposed business entity name is distinguishable, we disregard
words and abbreviations that are required to be in a business entity name (such
as "company," "corporation," "Inc.," "LLC," etc.), certain nondescript articles,
conjunctions and prepositions (such as "the," "and," "or," "of" and "for"), and
the marks identified in the answer to the question above. This renders a "core name,"
which must differ from the core name of all names that have been designated, registered
or reserved, and the names of all active business entities of record in the Clerk’s
Office, excluding general partnerships.
Applying this standard, the core name of ABC, Inc. [ABC] is distinguishable
from the core name of ABCs Inc. [ABCS] because of the "s." However, the
core names of ABC of Virginia, Inc. and ABC Virginia Company are the same [ABCVIRGINIA]
and, therefore, these entity names are not distinguishable.
Can I check the availability of a name before I submit
a document to the Clerk’s Office?
Yes, to check the availability of a proposed business entity name, visit Name Availability in CIS.
Are there any restrictions on the words that may be included
in a business entity’s name?
Yes, there are many restrictions. Some of the most common are listed below.
The name of a corporation, limited liability company or limited partnership may
not include any word, abbreviation or combination of characters that states or implies
that it is a different type of business entity. Under this standard, for example,
the name of a limited liability company may not include the word “corporation” or
“incorporated,” or the designation “Corp.” or “Inc.”
The name of a corporation may not imply that it is or will be conducting business
as a bank, trust company, insurance company, or public service company, such as
a railroad, telephone company, utility, or water or sewer company, unless it will
actually be engaged in such business.
No business entity’s name may include the word “bank” or “trust” unless it will
be engaged in the banking or trust company business, or it is clear from the context
of the remaining words that it will not be engaged in such business.
No business entity’s name may include the word or words “engineer,” “architecture”
or “land surveying,” or any modification or derivation of such words, unless the
entity will be lawfully engaged in such services or it is clear from the context
of the remaining words that the entity will not conduct such business.
The words “United States,” “national,” “Federal” and “reserve” may not be included
in the name of a business entity that is engaged in the banking, loan, building
and loan, brokerage, factorage, insurance, indemnity, savings or trust business.
What happens when a business entity’s proposed name is
If the document to establish the business entity name is submitted on paper, it will be rejected and returned so a new name can
be chosen. CIS, however, will not allow a new Virginia corporation
or LLC to be formed with a name that is not distinguishable.
If a foreign business entity’s name is not distinguishable, it will need to adopt
a designated name for use in Virginia (sometimes referred to as a “For Use in Virginia”
name) that is distinguishable. Also, if a foreign business entity’s name does not
include a word or abbreviation required for a similar Virginia entity (e.g., a corporate
ending, such as “Inc.”), the business entity will need to adopt a designated name
that merely adds a required word or abbreviation to its true name (i.e., the true
name cannot be otherwise altered).
How can I reserve a business entity name?
A person may reserve the exclusive use of an available business entity name for
a period of 120 days by filing an application with the Commission, which includes
paying a filing fee of $10. The reservation can be for a Virginia or foreign business
entity and may be renewed for successive periods of 120 days during the 45-day period
preceding the date of a reservation’s expiration. Applications for a name reservation
or a renewal of a name reservation may be filed online in CIS. Downloadable forms
are available for the various business entities
on our forms page. A foreign corporation, before it receives a certificate of authority
to transact business in Virginia, may register its corporate name for a period of
one year by filing an application and a certificate of good standing with the Commission
and paying a filing fee of $20. The certificate of good standing, or a document
of similar import, must be issued by the custodian of corporate records in the state
or other jurisdiction under whose laws the corporation is incorporated. A foreign
stock corporation may also register its corporate name with a corporate designator
(e.g., “Inc.”) added, if one is not part of its true name. The registration can
be renewed for successive one year periods during the 60-day period preceding the
date of a registration’s expiration. An application for a name registration or a
renewal of a name registration is available for foreign corporations online in
CIS or on
Is a business entity’s name protected in Virginia after
it files in the Clerk’s Office?
When a business entity’s name is entered on the Commission's records maintained
in the Clerk’s Office, its name is protected to the extent that the Commission is
prohibited from filing a document for another business entity (except a general
partnership) whose name is indistinguishable. However, a business entity name on file in the Clerk’s Office
does not provide protection of that name in a commercial environment
because the name is filed without regard to filings made under the Virginia
Trademark and Service Mark Act or with the U.S. Patent and Trademark Office. Furthermore,
filings are made in the Clerk’s Office without regard to similar names, which is
often the basis for common law determinations of who has the superior right to a
business name in a geographic area.
The law regarding the protection of a business name is complex, and advice in this
area should be obtained from an attorney.