When a new client comes in and wants to form a new business, you probably have a checklist: choice of entity, tax considerations, capital structure, selection of incorporating jurisdiction, agent for service of process, buy-sell agreement. And one blank on the checklist is reserved for the name of the new business.
Think hard about the name. As the new company grows and succeeds, the name starts accumulating a lot of intangible value and goodwill. While the paperwork to change an entity’s name is minimal, the business disruption of a name change can be huge. Remember that any name must be available with the Secretary of State’s office in the state of formation, it must be available in states in which the business anticipates it will operate, it must not infringe on the formal or other proprietary rights of other businesses, and, on top of all of this, it must fit the business plans of the founders. At the very least, have your client run a Google search to see if the proposed name is being used by others – and especially by other potential competitors.
-Tom Maier, Editor of the ACBA Business Section’s Newsletter. This article originally appeared in the Fall edition of the ACBA Business Law Section Newsletter.