One of the many decisions that people make when forming a new limited liability company (“LLC”) is the actual name of the entity itself. For some it is the very first thing they think of when forming a new business or opening an entity to buy real estate, and others have a harder time thinking of what they might want their entity to be called. Along with practical tips for choosing a name for an LLC there are also regulations pursuant to Florida law that must be followed when choosing a name for your LLC.
Pursuant to Florida statute § 605.0112, Florida has requirements on what must be included and what can and cannot be included in the name of the LLC. The most common requirement of forming an LLC is that the name must include the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”. This will clearly indicate that the entity is a limited liability company and not a corporation, partnership, or other business entity. For example, Larry the landlord is looking to buy another investment property. He hires his attorney to open the LLC for him and Larry wants to name the entity Larry’s Investments, LLC”. In this example it complies with the naming requirement because it uses the abbreviation “LLC” in the name. However, if the entity “Larry’s Investments LLC” is already being used, then Larry may not be able to use “Larry’s Investments, LLC” as the name for his entity.
Another requirement is that the name must be distinguishable from the names of other entities or filings that are on file with the department of state. Florida law sets out the ways that a name is not considered distinguishable from another entity:
1. If the name has a suffix.
2. If the name has a definite or indefinite article.
3. If the name contains the word “and” and the symbol “&”.
4. If the name is the singular, plural, or possessive from of a word.
5. If the name has a punctuation mark or a symbol.
Additionally, the name is not allowed to contain language that states or implies that the LLC is organized for a purpose other than a purpose authorized by Florida law or in the articles of organization. Further, Florida law prohibits the name of an LLC to state or imply that the LLC is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States.
In addition to conforming to Florida law, there are also practical aspects that can help one get the most out of their LLC name. Depending on what the purpose of the entity will be will help decide what to name the entity. For example, if someone is opening an LLC to start a business selling gyros, one may want to incorporate the word “Gyro” into the name or if it is a restaurant, one may want to pick something that the consumer will instantly know the purpose of the entity because it will be the first thing a consumer will see when they look up the business. Another option could be forming an LLC with a basic and generic name for the official business and then filing for a fictious name, or a DBA, which can then be used for promoting the business. For example, Larry the landlord wants to promote his business of buying investment properties and already has the entity “Larry’s Investments, LLC” but he wants to use a different name to promote his business and that sounds nicer to attract customers. Larry the landlord may want to file for a fictious name so that way he can promote his business under the fictious name while keeping the original entity name for official business.
If the purpose of the entity is not for promoting a business or yourself, such as buying real estate, asset protection, or anonymity, then one may want to choose something that does not stand out. Generic names are typically best for real estate and asset protection. For example, if someone is buying a property on 1234 Night Owl Court one might want to name the LLC something like “Night Owl LLC” or “Owl Night LLC” or even as generic as “Owl Night Group LLC”. This name can also be beneficial for one who may have multiple LLCs and other entities so they can distinguish it from the others more easily.
In the end there is a lot of creativity that can happen when choosing a name for your LLC while still complying with Florida law regardless of if the purpose is to promote yourself and/or your business, or if the purpose of your entity is for asset protection or anonymity. For help choosing a name for your LLC and to help set up an LLC, click here to contact an attorney at Makris Legal, P.A.