What are the rules for naming a Texas LLC?
Some may say it’s better to ask forgiveness than ask permission — but when it comes to naming your Texas LLC, the rule does not apply. Choosing the wrong name can have serious consequences, especially if the name you select already belongs to another business. The Texas Secretary of State (TXSOS) website is a good place to start reviewing the various naming rules. We realize it’s a lot to read — so we’ve outlined some of the most important rules below.
Overview of LLC Naming Rules
- Organizational Designations.The name of limited liability company must contain the words limited liability company, limited company, or the abbreviation of one of those phrases (i.e. LLC or LC).
- You can’t use a name that a competing business is already using. Simply stated, if there is another organization using the same name that you wish to use, you must select another name. The TXSOS will reject a new business filing if there is a Texas business or foreign business that has registered in Texas with the same name. Please note, even if the existing business has not gone through a formal trademark or LLC organization process, they may still have common law rights to the name if they have been using it longer. In other words, just because the TXSOS approves the filing, does not mean you are in the clear (someone may have rights in the name that are superior to yours).
- You can’t use a deceptively similar name. We know what you’re thinking. “What if we just change the spelling slightly?” The Texas Secretary of State is pretty clear about this: anything that is going to cause confusion in the marketplace is most likely going to be rejected. Simply adding “LLC” or “Co.” to the end of a name, adding or removing a space, altering the spelling or adding one or two letters is not going to cut it.
- If the names are similar, you will need a letter of consent for approval. For example, if your intended company name is Smith Brothers Plumbing, LLC, you may need a Consent to Use of Similar Name from Smith Bros. Plumbing, LLC in order to gain approval from the TXSOS.
- If you can’t type the company name on a standard keyboard, the Secretary of State is not going to approve it.This means that you can use letters, numbers, and even symbols in you company name. But if, for example, the Artist Formerly Known as Prince, applied for a company name in the state of Texas using his famous symbol, it would not have been approved. The SOS also doesn’t recognize special type treatments like subscript characters, although it does distinguish between lower and uppercase letters.
- Your Texas LLC name can’t imply a false government affiliation, or a false or illegal purpose.It’s easy to see why the Texas Secretary of State would object to this. Imagine if you were to apply for approval of a company called Texas State Secretary, LLC.
- Don’t choose an offensive name.The SOS does not get as detailed on this point as we might like, so we suggest the following rule of thumb: If you can’t state the company name to your grandmother without blushing, you should probably reconsider.
- You can use the same surname as another business, provided that the names are different.There are a lot of Smiths in the world. If you company uses the name “John Smith Plumbing” and there is already a “Smith Plumbing,” the names would not be considered deceptively similar. You can even use the same first name and surname as another company, if the companies are in different industries and have different qualifiers, as in “John Smith Construction” and “John Smith Hair Design.”
- Churches and Ministries have some leeway. Ever noticed how many First Baptist Churches there are? If there is some sufficient basis for distinguishing church names, such as a differing city name, the names are not considered similar.
- Companies can’t lay claim to certain professional words. Nobody owns words like “Law Offices” or “Pediatric Center.” As long as you are qualified to practice in your profession, and you use additional distinguishing words in your business name, you may use appropriate professional words as appropriate.
- Miscellaneous words that are troublesome.
- Insurance must be accompanied by other words, such as agency, that remove the implication that the purpose of the entity is to be an insurer.
- Bail bonds and surety imply that the entity has insurance powers and should be formed under the Texas Insurance Code.
- Bank and derivatives of that term may not be used in a context that implies the purpose to exercise the powers of a bank. You’ll need a letter of no objection from the department of banking.
- Trust generally implies that the entity has trust powers and accordingly, prior approval of the department of banking is required.
- Cooperative and Co-op should be used only by an entity operating on a cooperative basis. A firm or business that uses such terms in its business name or that represents itself as conducting business on a cooperative basis when not authorized by law to do so commits an offense. The offense is classified as a misdemeanor that is punishable by the imposition of fines or by confinement in the county jail or both.
- Perpetual care or endowment care, or any other terms that suggest “perpetual care” or “endowment care” standards, should only be used in the name of a cemetery that operates as a perpetual care cemetery in accordance with Chapter 712 of the Health & Safety Code.
- Engineer, engineering, or engineered in the entity name should be engaged in the practice of engineering and its engineering services performed by an individual licensed by the Texas Board of Professional Engineers.
- Architect, architecture, landscape architect, landscape architecture or interior design requires approval from the Texas Board of Architectural Examiners whether such use is in violation of the statues applicable to architects and interior designers.
- Public surveying requires approval from the Texas Board of Professional Land Surveying whether such use complies with the statutes applicable to surveyors.
- College, university, seminary, school of medicine, medical school, health science center, school of law, law school, law center, and words of similar meaning must obtain prior approval of the Texas Higher Education Coordinating Board.
- Veteran, legion, foreign, Spanish, disabled, war or world war requires approval from a Congressionally recognized Veteran’s organization.
- Olympic, olympiad, olympian, and olympus are prohibited unless authorized by the United States Olympic Committee.
- Lotto or lottery are prohibited words
This is by no means a comprehensive list, but we hope it’s a good place to start.
Zachary Copp, Esq.
Mr. Copp is a graduate of the University of Texas at Austin and the founder of The Copp Law Firm. He has been licensed in Texas for 19 years and personally formed over 3,000 Texas LLCs since 2015. He was recognized as a Rising Star by SuperLawyers® for seven straight years. See full bio →