By Doug Bend, founder of Bend Law Group, PC, a law firm focused on small businesses and startups.
getty
For a variety of reasons, most startups that are looking to grow and scale are Delaware corporations.
If you would like to change the full legal name of your Delaware corporation that is also registered to do business in California after it has been formed, there are ten steps:
1. Board And Shareholders’ Consents
First, you will need to have a shareholders meeting and a board of directors meeting, or written consents in lieu of the meetings, to approve the name change.
2. Amendment To The Certificate Of Incorporation
Second, you will need to file an amendment to the Certificate of Incorporation to change the official legal name of the corporation with the Delaware Secretary of State’s Office.
3. California Secretary Of State
Third, you will need to update the California Secretary of State’s Office of the name change.
4. City Business License
Fourth, you will need to update the city business license with the name change.
5. Fictitious Business Name Statement
Fifth, you will need to file an updated Fictitious Business Name Statement with the County Clerk’s Office. Once you get the endorsed FBNS back, you will need to have it published in a legally adjudicated newspaper.
6. Employment Development Department
If you run payroll for employees in California, you will need to update the California Employment Development Department of the name change.
7. Seller’s Permit
If you sell physical goods in California, you will need to update the Seller’s Permit with the California Department of Tax and Fee Administration.
8. IRS
You will also need to send a letter to the IRS about the name change and include the endorsed amendment to the Certificate of Incorporation. The good news is your corporation should keep its Federal Employer Identification Number (EIN).
9. Trademarks
If you have registered any trademarks, you will need to update the U.S. Patent and Trademark Office of the name change.
10. Vendors
Lastly, you will need to update the company’s vendors on the name change. For example, you will need to update the company’s insurance policies and bank account.
You should consult with your attorney as your corporation might have additional requirements, but this checklist is a good starting point for putting together a game plan for your company’s name change. As you can see, several government agencies and vendors would need to be updated, so you should make sure that the benefits of making the name change will outweigh the time and costs.
Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction. Bend Law Group, PC, expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.
