Legal-Ease: What is in a name?


LEGAL-EASE

By Lee R. Schroeder - Guest Columnist



Lee R. Schroeder

Lee R. Schroeder


Names are important. In our region, people usually keep the personal names that their parents chose for them. Marriage or divorce can prompt name changes, and some people have legal names that are different from how people identify them in daily life.

In the business world, a name can have a huge effect on a business’s success, particularly if the name involves a retailer or product that is sold directly to consumers.

For entities such as LLCs and corporations, owners can usually name the entity almost anything that the owners like. However, the name must be “legally distinguishable” from other names already reserved by other entities in Ohio. Ironically, the rules on what makes a name distinguishable can be legally complex themselves. And, obviously, names cannot include profanity or slurs.

The manager of the registration and naming of entities in Ohio is the Secretary of State. The Ohio Secretary of State also allows existing entities to register other, additional names (called trade names) to help in the entity’s marketing or for other reasons.

For example, I have a client business that sells products directly to consumers through retail, to other retailers on a wholesale basis, through the Internet and through traditional phone books. There is one LLC that sells through each of those contexts, but the entity calls itself by a different name in each context. Each name can be cross-referenced through the Secretary of State, so the public is not misled.

Another limitation to naming entities, although seldom applicable, is avoidance of the use of an abbreviation or other nickname for terrorist or other similar entities around the world. The official list of disqualifying names is not readily available, but before a name is approved by the Secretary of State, an applicant will be told if the name is “unavailable for confidential reasons.”

Some large corporations have contracts with the federal government that give them exclusivity as to their business names throughout the country, even though the names are not reserved with Ohio’s Secretary of State. Many years ago, I represented three brothers whose first names each began with the letter M. The three brothers had a business that included the words “three m” in the name. A large, well-recognized corporation by the same name had certain rights under federal law that forced my clients to change their entity name, even though the Secretary of State had previously approved the name.

Some of my clients use the owners’ initials in the entities’ names. Other clients think up cute names, nicknames or names that are linguistic puns. Some of my Catholic clients name their entities after their patron saints. Other clients name their businesses in whatever fashion will best encourage the respective business’s success.

Physicians and lawyers who use their own names for their businesses are not usually demonstrating conceit by using their own names. Rather, physicians and lawyers are typically legally prohibited from using business names that do not include their personal names, in order to promote individual, professional accountability.

Lee R. Schroeder
https://www.limaohio.com/wp-content/uploads/sites/54/2017/02/web1_Schroeder-Lee-RGB-6.jpgLee R. Schroeder
LEGAL-EASE

By Lee R. Schroeder

Guest Columnist

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 Lee@LeeSchroeder.com 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.

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 Lee@LeeSchroeder.com 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.

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