Name Dropping: Three Considerations When Naming Your Florida LLC or Corporation

Shakespeare famously wrote, “What’s in a name?” If you’re a business owner, quite a lot! Most often, your business’ name is the first point of contact between you and your customer. It and your logo are your most prominent branding tools and will be printed on just about everything. The right name can be a boon to a business, just as the wrong name can spell disaster.

Because of its overall importance to the marketing and advertising of your business, give some serious consideration to your company’s name up front. Definitely account for the things like the length, spelling, connotation, and phonetics, as these will be important from a consumer’s point of view.

Up to this point, we’ve only considered what you would want in a name. We have yet to consider what constraints or limitations may be imposed on your name from the outside.

Follow These Rules, Inc.

There are important legal restrictions to consider when choosing the name of your business entity in Florida. These requirements are set out in Florida Statute section 605.0112 (for LLCs) and 607.0401 (for corporations). Taking the time to familiarize yourself with these requirements now, will save you time and frustration in the future.

There are three primary legal requirements that your business’ name must meet in the state of Florida:

1. Must include an Entity Designator,
2. Cannot imply that the business entity is a different type of business entity or affiliated with a government agency,
3. Must be distinguishable.

Keep in mind that here we are solely dealing with the official entity names. You separately may have to consider whether to make a fictitious name filing (also known as “doing business as” or d/b/a) for your business. If you do that, you must consider trademark and trade name issues.

Entity Designators

The name you file with the state of Florida must include a corresponding entity designator. If you are filing articles of organization for a limited liability company, Florida law requires your LLC name to include one of the following:

• Limited Liability Company
• L.L.C.
• LLC

Likewise, if you are filing the articles of incorporation for a corporation, Florida requires one of the following designators in your corporation's name:

• Corporation, Incorporated, or Company
• Corp., Inc., or Co.
• Corp, Inc, or Co

Mis-designator

You also are not allowed to include in your name a designator or any wording that explicitly states or could imply that the business entity is a different type of business entity.

So, if you wanted to form an LLC here in Florida, you could not call your it “Dunder Mifflin Incorporated” as that would imply that your LLC was incorporated. Similarly, “Cyberdyne Corp., LLC” wouldn’t be an approved name because of the explicit conflict between corp. and LLC.

Related to this point, is the prohibition that the business name cannot imply that the business entity is connected to a state or federal government agency.

Distinguishable in the Records

When business owners think about choosing a name for their business, the most obvious restriction that comes to mind is that the name needs to be unique. This isn’t just a pragmatic requirement, it’s a legal one.

The Florida Department of State requires that all business entity names must be distinguishable from the name of every other existing business in the Department of State’s database.

Also note that, whether you are looking to form an LLC or a corporation, it doesn’t matter: You have to compare your potential name against all existing corporations and LLCs.

So, if you and your brother want to form a corporation to run a chicken restaurant named “Los Pollos Hermanos, Inc.,” you will need to make sure there isn’t already a “Los Pollos Hermanos, LLC.”

You can do a name check for Florida corporations and LLCs online here.

What Is and Isn’t Distinguishable?

It’s important that we understand exactly what the state of Florida does and doesn’t consider a distinguishable factor. The following seven elements are not distinguishing factors:

1. Suffixes. This really means that the corporate designator makes no difference in whether one name is different from another. Again, “Los Pollos Hermanos, Inc.” and “Los Pollos Hermanos, LLC,” would not be considered different names by Florida law.
2. Definite and Indefinite Articles. You cannot simply switch “a” for “the” or drop both altogether and have a new name by Florida law. “Dunder Mifflin Paper Company” and “The Dunder Mifflin Paper Company” are equivalent.
3. “And” vs. “&.” Just as with “a” and “the,” you can’t just replace “and” with an ampersand symbol. So, “Gekko & Co.” and “Gekko and Co.” would not be distinguishable.
4. Singular, Plural, and Possessives. Likewise, putting an s on the end of a word or adding an apostrophe will not count as distinguishable. Trying to form “Bluth’s Banana Stand” when “Bluth’s Banana Stands” already exists, won’t work.
5. Punctuation and Symbols. This point covers hyphens, commas, slashes, periods, and other punctuation marks. The addition or subtraction of any of these does not constitute a different name. As such, “MIB,” “M.I.B.,” or “M-I-B,” would not be considered different names by Florida law. Likewise, “Cupcake Time!” and “Cupcake Time,” would also be indistinguishable.
6. Abbreviations. Florida does not consider abbreviations of a single base word to be distinguishing features. So, despite how you abbreviate “Florida,” in “Florida Delivery Services, Inc.,” all of the names will be the same.
7. Alphanumeric. Florida law does not allow businesses to swap a numerical number (whether cardinal or ordinal) for its written counterpart to create distinguishability. This means “Three Blind Mice, LLC” and “3 Blind Mice Company” are indistinguishable, as are “Second Chance Antiques, Inc.” and “2nd Chance Antiques, Co.”

In addition to these seven basic points, you should always keep in mind that there are trade mark and trade name issues to navigate. This is where having an experienced business attorney advise you during the formation of your business can avoid trouble.

Even if a name will technically pass muster as “distinguishable,” there are other factors to consider in your choice of names. You may also want to avoid names that are deceptively similar to other names. You may attract the wrong type of customers, consumers may frown on the derivative nature of the name, or you may have trouble acquiring the additional business resources like URLs, email domains, and other social media accounts.

?En Espa?ol?

One final point of particular importance to Florida businesses concerns business names in Spanish. The regulations governing these names are somewhat fuzzy.

First, unless an exception is provided by the department of corporations, all business filings must be made in English. However, that doesn't mean that all business names must be in English. Still, there are downstream consequences to consider.

In item 2 above we saw that, in English, the presence or absence of the definite article (the) or indefinite article (a/an) is an insufficient distinction for a business name. Florida doesn’t, however, have strict rules governing such naming practices in Spanish. So, you may, in fact, find businesses with the names “Los Tres Amigos” and “Tres Amigos."

Precisely because the rules in these cases aren’t fully spelled out, you should consider consulting with a qualified business attorney to ensure that the formation paperwork for your LLC or corporation is correct and you don't open yourself to any future legal issues.

How Can We Help You?

Here at Alexander Abramson, we focus exclusively on business-related legal matters. We have advised closely held businesses and business owners for decades on corporate structures and business entity formations.

Our staff strives to create a wonderful client-experience by actively listening and maintaining open lines of communication, consistently meeting deadlines, and being upfront about our pricing and services.

We offer all-inclusive, comprehensive formation packages for both Single Member and Multi-Member LLCs. These packages are an amazing deal for Florida entrepreneurs to ensure that you dot all your i’s and cross all your t’s in the formation process.

The Single Member LLC Formation Package is quick and easy, and will get your business off the ground and ready to grow.

Call us at 407-649-7777 to learn more about our Single Member or Multi-Member LLC formation packages.