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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 general partnerships.
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.
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.
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.
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).
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 form SCC632/831.
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.