Naming a new business is sometimes as exciting as starting the business itself.
If someone runs a business as a sole proprietorship, the business owner can do business under that individual’s name. If the individual wants a name that can be used to create goodwill that will not be later taken over by some other business, the sole proprietor can file a “trade name” with the Ohio government.
A trade name is unique and cannot be the same as any other business with a trade name or any other LLC, corporation, or limited partnership that has a name filed in the Ohio government’s records.
The unique names for LLCs, corporations and many partnerships are managed by the Ohio Secretary of State’s office.
There is a way to search to see if a name is taken at the Secretary of State’s website (businesssearch.ohiosos.gov) through an inquiry box that looks like a Google search. However, the search capabilities of that government website are not in any way comparable to Google. Thus, someone may do a search of names and think that a name is not already registered for use by another entity and available, only to find out that the name is rejected when filing is later attempted.
The incompleteness of the Secretary of State internet search box is amplified due to numerous rules governing what names are legally the same as other names, and what names are legally different from other names.
A business name is the same as another business name even if the names use different punctuation or abbreviations. Thus, “It’s party time DJ” is legally the same name as “Its party time DJ”.
Names are also the same if the tense or plural or singular of the name is changed. Therefore, “Brothers Farms” is legally the same name as “Brother Farms”.
However, numbers in a name can make one name legally distinct from another name. For instance, “Smith Refrigeration” is legally different than “Smith Refrigeration 2”.
Similarly, names that are pronounced the same but spelled differently are usually legally different from each other. So, “EZ tax preparation” is usually, legally different from “Easy tax preparation”.
Some business names are protected under federal law. Most commonly, some government contractors include name exclusivity as a condition of a government contract. For instance, if a business named “Bob’s Machine” provides bolts for the space shuttle, Bob’s Machine’s contract for the space shuttle might include an agreement that precludes anyone else in the US from using the name, “Bob’s Machine”.
Sometimes, names are inexplicably never approved by the Secretary of State. Most often, this is due to the proposed name being on some confidential list of abbreviations for terrorist organizations or is used in other confidential contexts like government investigations.
There are also various other miscellaneous rules on business names that, for example, preclude the use of profanity.
It is self-evident that using a local attorney to organize a business helps in the naming process on top of all the other benefits.
Lee R. Schroeder is an Ohio licensed attorney at Schroeder Law LLC in Putnam County. He limits his practice to business, real estate, estate planning and agriculture issues in northwest Ohio. He can be reached at [email protected] or at 419-659-2058. This article is not intended to serve as legal advice, and specific advice should be sought from the licensed attorney of your choice based upon the specific facts and circumstances that you face.
