Business Entity Names

The proposed name of a business entity must be distinguishable upon the records in the Clerk’s Office from a name that has been designated, registered or reserved for use by a business entity and the names of all other active business entities, except general partnerships.

How does the Clerk’s Office determine if a name is distinguishable?

Can I check the distinguishability of a name before I submit a document to the Clerk’s Office?

Are there any restrictions on the words that may be included in a business entity’s name?

What happens when a business entity’s proposed name is not distinguishable?

How can I reserve a business entity name?

Is a business entity’s name protected in Virginia after it files in the Clerk’s Office?

 

 

 

 

 

 

 

 

 

 

 

 

 

How does the Clerk’s Office determine if a name is distinguishable?

The proposed name of a business entity must be distinguishable upon the records of the Commission from a name that has been designated, registered or reserved for use by a business entity and the names of all other active business entities, except general partnerships.

In determining whether a proposed business entity name is distinguishable upon the Commission’s records, we disregard words and abbreviations that are required to be in a business entity name, such as "company," "corporation," "incorporated," "limited," "Inc.," "Co.," "LLC," etc., as well as certain nondescript articles, conjunctions and prepositions, such as "the," "and," “&,” "or," "of" and "for;" and punctuation marks, such as periods, apostrophes, etc. This renders a "core name," which must differ from the core name of all other business entity names of record in the Office of the Clerk, excluding general partnerships.

Applying this standard, we would deem ABC, Inc. distinguishable from ABCs Inc. because of the "s," but not distinguishable from ABC, L.L.C. However, ABC of Virginia, Inc. would not be distinguishable from ABC Virginia Company.

Can I check the distinguishability of a name before I submit a document to the Clerk’s Office?

Yes, to receive a preliminary determination of the distinguishability of a proposed business entity name, see Name Distinguishability.

Are there any restrictions on the words that may be included in a business entity’s name?

Yes, there are many restrictions. Some of the most common are listed below.

The name of a limited liability company may not include the words “corporation,” “incorporated” or “limited partnership,” or the abbreviations “Corp.,” “Inc.,” “L.P.” or “LP.” Similarly, the name of a corporation may not include words or designations implying that it is a limited liability company, such as “LLC.”.

The name of a corporation may not imply that it is or will be conducting business as a bank, trust company, insurance company, or public service company, such as a railroad, telephone company, utility, or water or sewer company, unless it will actually be engaged in such business.

No business entity’s name may include the word “bank” or “trust” unless it will be engaged in the banking or trust company business, or it is clear from the context of the remaining words that it will not be engaged in such business.

No business entity’s name may include the word or words “engineer,” “architecture” or “land surveying,” or any modification or derivation of such words, unless the entity will be lawfully engaged in such services or it is clear from the context of the remaining words that the entity will not conduct such business.

The name of a business entity that is engaged in the banking, loan, building and loan, brokerage, factorage, insurance, indemnity, saving or trust business may not include the words “United States,” “National,” “Federal” or “Reserve.”

What happens when a business entity’s proposed name is not distinguishable?

A document for a Virginia business entity submitted on paper or using the SCC eFile PDF submission option will be rejected and returned so you can choose a name that is available. If using SCC eFile Express, you will need to select a name that is distinguishable in order to proceed with the filing.

A foreign business entity will need to adopt a designated name for use in Virginia (sometimes referred to as a “For Use in Virginia” name). If a foreign business entity’s name does not include a word or abbreviation required for a similar Virginia entity (e.g., a corporate ending, such as “Inc.”), the business entity will need to adopt a designated name that merely adds a required word or abbreviation to its true name (i.e., the true name cannot be otherwise altered).

How can I reserve a business entity name?

A person may reserve the exclusive use of an available business entity name for a period of 120 days by filing an application with the Commission, which includes paying a filing fee of $10. The reservation can be for a Virginia or foreign business entity and may be renewed for successive periods of 120 days during the 45-day period preceding the date of a reservation’s expiration. Applications for a name reservation or a renewal of a name reservation are available for the various business entities on our forms page.

A foreign corporation, before it receives a certificate of authority to transact business in Virginia, may register its corporate name for a period of one year by filing an application and a certificate of good standing with the Commission and paying a filing fee of $20. The certificate of good standing, or a document of similar import, must be issued by the custodian of corporate records in the state or other jurisdiction under whose laws the corporation is incorporated. A foreign stock corporation may also register its corporate name with a corporate designator (e.g., “Inc.”) added, if one is not part of its true name. The registration can be renewed for successive one year periods during the 60-day period preceding the date of a registration’s expiration. An application for a name registration or a renewal of a name registration is available for foreign corporations on form SCC632/831.

Is a business entity’s name protected in Virginia after it files in the Clerk’s Office?

When a business entity’s name is entered on the Commission's records maintained in the Clerk’s Office, its name is protected to the extent that the Commission is prohibited from filing a document for another business entity (except a general partnership) whose name is indistinguishable. However, a filing in the Clerk’s Office does not provide protection of a business entity’s name in a commercial environment because the document is filed without regard to filings made under the Virginia Trademark and Service Mark Act or with the U.S. Patent and Trademark Office. Furthermore, filings are made in the Clerk’s Office without regard to similar names, which is often the basis for common law determinations of who has the superior right to a business name in a geographic area.

The law regarding the protection of a business name is complex, and advice in this area should be obtained from an attorney.