Anyone owning a limited liability company (LLC) in Ohio can change the name of the business. There are many reasons for a business name change and any reason that is not fraudulent will support an amendment to the articles of organization of the company and the Ohio Limited Liability Company Certificate. Once a decision is made to change the name of the business entity, it's important to jump through the hoops required by the Ohio Secretary of State.
TL;DR (Too Long; Didn't Read)
In order to change the name of a LLC in Ohio, the principals must file Form 543(A), a Domestic Limited Liability Company Certificate of Amendment or Restatement with the Ohio Secretary of State and pay a filing fee.
LLC Formation in Ohio
The term LLC is the abbreviation for limited liability company. This is one way a business owner can structure their business entity. Using an LLC has many advantages. It offers the same flexibility and informality offered by a sole proprietorship or a partnership, but it limits the personal liability of the business owner for any debts or litigation related to the company.
There are three steps required when forming an LLC in Ohio. They are:
- Pick a name.
- Select an agent.
- File articles of organization (sometimes called articles of incorporation in other states).
Each of these steps has certain rules that must be observed. Note that an individual who provides professional services, like lawyers, dentists and doctors, cannot simply form an LLC; they must form a professional limited liability company (PLLC). This is the case whenever an individual offers a service that cannot be legally performed without an Ohio state license. Each member of the PLLC must be licensed.
Selecting a Name for an Ohio Business
Anyone conducting business in Ohio under a name different from their own given name should register the business name with the secretary of state. Several rules must be followed when selecting a name for an LLC in Ohio. The same rules apply to selecting an original name and, with equal force, to selecting an amended name for an LLC.
First, Ohio law requires that an LLC name include some reference to LLC status. The name must include any one of the following words and phrases: limited liability company, limited, LLC, L.L.C. or ltd. Use of one of these terms provides notice to customers and clients of the limits on liability of the principals.
In addition, the LLC name must be unique, not duplicative of any other business entity name on file with the Ohio Secretary of State. It's a first-come, first-served process, so if one business reserves or registers the name, it is off-limits for any other LLC during the time of its use.
Checking Legal Name Availability
Before selecting a company name, check to make sure it is free to use by doing a name search on the Ohio Secretary of State business name database. A name can be reserved for six months by filing Ohio Form 534-B with the secretary of state. That form can be mailed or filed online, and the fee for doing so is $39.
If the LLC's official name is not the name under which it will be doing business, it's also necessary to register the DBA, or trade name, with the Ohio Secretary of State using Form 534A. The filing fee for this is also $39.
Selecting an Agent
Ohio law requires that every LLC registered in the state name someone as their agent for service of process in the state, termed the registered agent. This is in case someone wants to bring a lawsuit against the LLC. The agent must be an individual who is a resident of the state, or a domestic or foreign corporation authorized to do business in Ohio. The named agent agrees to accept legal papers on behalf of the LLC if it is sued.
Prepare Required Documents
To create an LLC in Ohio, the principals must file Form 533A (Articles of Organization for a Domestic Limited Liability Company) with the secretary of state. This document includes the name of the LLC, its term, its effective date, its contact information, and the identifying and contact information for the LLC's registered agent. The filing fee is $99.
Most LLCs also prepare an LLC operating agreement, although this is not mandatory in Ohio. This is a document that sets out the rights, powers, duties, liabilities and obligations of the members among themselves and to the LLC. This agreement need not be filed with the state. Documents can be prepared by the individual filing for the LLC – this is certainly the least expensive method to file. If the process seems too complicated, it is also possible to hire an attorney to assist in the LLC documents.
The LLC may also need to acquire an EIN (IRS Employer Identification Number). Some may also need to obtain local and state business licenses.
Changing the LLC Name
Changing the name of a business in Ohio is not difficult, but there are important forms that must be filled out and filed. The first step is to select a new name for the LLC, using the same availability check as for the original name. Then file form 534(A) to register the business under the new name. Mail this to the Ohio Secretary of State with the required filing fee, about $50.
If changing the DBA or trade name of the LLC, use Form 524 for Name Registration Update. Fill it in, specifying that the form is to cancel the original registration, then mail it to the Ohio Secretary of State’s office with the required filing fee, also about $50.
Timing for Name Amendment
The typical processing time for filing a name amendment to an Ohio LLC is four to six business days, plus return mailing. However, expedited service, within two business days, is available for an extra fee. Instead of the $50 fee, the expedited service fee is $100.
Once the form is processed, it is possible to print the filed copy of the LLC amendment from the Ohio Secretary of State website. However, a copy of the certificate will be mailed as well.
- If your business frequently uses a shortened version of the original company name, then you need only file Form 534A and register a fictitious name for your business. For example, if your business name is “Smith Landscaping and Construction, LLC,” but you frequently use just “Smith Landscaping,” then do a fictitious registration for “Smith Landscaping” and list “Smith Landscaping and Construction, LLC” as the owner.
- Do not list a Social Security number or Federal Tax Identification number (EIN) on any documents you file, since the Secretary of State’s office may reject it for the provision of this personal information.
Teo Spengler earned a J.D. from U.C. Berkeley's Boalt Hall. As an Assistant Attorney General in Juneau, she practiced before the Alaska Supreme Court and the U.S. Supreme Court before opening a plaintiff's personal injury practice in San Francisco. She holds both an M.A. and an M.F.A in creative writing and enjoys writing legal blogs and articles. Her work has appeared in numerous online publications including USA Today, Legal Zoom, eHow Business, Livestrong, SF Gate, Go Banking Rates, Arizona Central, Houston Chronicle, Navy Federal Credit Union, Pearson, Quicken.com, TurboTax.com, and numerous attorney websites. Spengler splits her time between the French Basque Country and Northern California.