How to Change Entity Name
Need to change the company name? Not a problem. In California, there are a few simple steps to moving past an old name and starting fresh.
Changing a corporation or LLC name requires internal approval. The bylaws or operating agreement will govern the procedure and the necessary vote requirements. Generally, a percentage vote of more than 50% is required in favor of the amendment. If the corporation just recently formed, we can look to California Corporations Code 5811:
Except as provided in Section 5813.5, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as:
(a) No directors were named in the original articles;
(b) No directors have been elected; and
(c) The corporation has no members.
Document the internal approval of the company name change in meeting minutes. For example:
The board next discussed changing the name of the corporation from ABC Corporation to XYZ Corporation. It noted the costs directly related to the changing the name and those costs indirectly related. On motion duly made, seconded, and unanimously carried, the board adopted the following resolution:
RESOLVED, that the name change presented to the board is approved, and the secretary is directed to file the necessary documents with the California Secretary of State to change the name from ABC Corporation to XYZ Corporation.
California Secretary of State
The California Secretary of State is the government agency that maintains business filings in California. The company was originally formed by filing either the Articles of Incorporation for a corporation or Articles of Organization for an LLC with the Secretary of State. A document amending the name change must be filed with the Secretary of State.
A California Corporation will need to file a Restated Articles of Incorporation. There is no standard PDF form for this filing. The Secretary of State provides a sample form that generally complies, but it does not accomplish every amendment goal. Articles of Incorporation vary by corporation and it would be impossible for the Secretary of State to predict provisions in each of these documents.
The Secretary of State offers instructions on completing an amendment to the Articles of Incorporation. California Corporations Code Sections 900-911 provides specific details on compliance requirements with the Restated Articles of Incorporation form. The filing fee is $30.00 plus a “special handling fee” of $15.00 for dropping the form off in person with the Secretary of State’s office: 1500 11th Street, Sacramento, California 95814.
California Limited Liability Company
A California Limited Liability Company will need to file a Restated Articles of Organization. The Secretary of States conveniently provides a standard form to change the LLC’s name: Form LLC-10. The filing fee is $30.00 plus a “special handling fee” of $15.00 for dropping the form off in person with the Secretary of State’s office: 1500 11th Street, Sacramento, California 95814.
City and County Filings
Fictitious Business Name (dba)
A company that operates with a fictitious business name (dba) will need to file a new fictitious business name statement after changing the its name. In the County of Sacramento, the Department of Finance handles fictitious business name statements. You can use the form provided by the Department of Finance: Fictitious Business Name Statement. The filing fee for the first business name is $37.00 and subsequently $5.00 for each additional business name on the statement. File the fictitious business name statement with the Department of Finance Business License Unit located at 700 H Street, Room 1710, Sacramento, California 95814. The new fictitious business name statement will also need to be published in a local newspaper in accordance with the instructions provided by the Department of Finance.
Every company should possess a business license in the city where it is operating. This business license will need to be updated once the company’s name is legally changed. In Sacramento County, the Department of Finance handles local business licensing. The Department of Finance offers an online application process and there is a public counter at 700 H Street, Room 1710, Sacramento, California 95814.
Other Local Filings
The State of California set up a website http://www.calgold.ca.gov/. This website helps businesses find the appropriate permit information and provides contact information for local agencies that issue the permits. Its a great resource.
Board of Equalization
A business selling tangible goods in California requires a seller’s permit from the Board of Equalization. Changing the name of a company will require updating the board of equalization seller’s permit. A simple change in the entity’s name requires the filing of Form BOE-345. An entity changing types from a limited liability company to a corporation for example, may require additional filings with the Board of Equalization.
Internal Revenue Service
In certain circumstances, a company name change may require filings with the internal revenue service (IRS). Although rare, its best to check with IRS Publication 1635. Otherwise, filing the next tax return under the new name will provide sufficient notice.
Employment Development Department
Other Providers and Online Content
Don’t forget all of the other organizations that have your business name on record. This can be a time consuming tedious task depending on how many accounts are in the public domain with the old company name. Online Directories, Yelp, Facebook, Google for Business, Credit Cards, Bank Accounts…
Contact Sacramento Business Attorneys
Contact our business attorneys to schedule an initial consultations to discuss amending Articles of Incorporation and Articles of Organization. We routinely change entity names and help with the filing process. Contact our business law office to get an appointment and start the process today.
By: Trevor Carson Google+
*The information provided in this post does not constitute legal advice or opinion. The information is for guidance purposes only. Individual situations vary and you should contact an attorney for a consultation. This post is considered a solicitation and advertisement. The post does not warrant the outcome of any matter. Sacramento Business Lawyer on How to Change Company Name in Sacramento.