As any new bride can attest, changing your name is a lot harder than you might expect. The same is true for New Jersey businesses…
As any new bride can attest, changing your name is a lot harder than you might expect. The same is true for New Jersey businesses. In addition to the legal concerns associated with selecting a corporate name, businesses must also notify a range of entities of the switch, from the Internal Revenue Service (IRS) to your insurance provider.
Selecting a New Name for Your Business
In New Jersey, the new business name must be distinguishable from other names on the Secretary of State’s database. If your new name is already in use, the registration will be denied and you will have to select another name, which wastes both time and money. It is also advisable to check the proposed new name against existing trademark or service mark registrations.
Trademark law also prevents businesses from operating under names that are likely to be confused for the name of a competing business. Accordingly, your business could face legal liability if you select a name that is already being used to offer the same goods or services in your area.
Switching from Your Old to New Business Name
Once you have verified that the new name is in the clear, you will need to make it official. In most cases, the company will have to amend its organizational documents, such as articles of incorporation and bylaws, to reflect the new name. New Jersey corporations seeking to make a name change must file a Certificate of Amendment to the Certificate of Incorporation with the New Jersey Division of Revenue.
New Jersey businesses must also register the name change with any licensing authority. For instance, the New Jersey Division of Consumer Affairs requires businesses to submit a “filed” copy of the Certificate of Amendment along with a certificate of commercial general liability insurance reflecting the change.
Public companies must also notify the SEC and change their names on the SEC Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Entities like the Financial Industry Regulatory Authority (FINRA) and the NASDAQ stock exchange also have notification forms and procedures.
The process for changing a name with the IRS depends on the type of business. For corporations that have not yet filed their returns, you can mark the appropriate name change box of Form 1120. In all other cases, it is necessary to write to IRS at the address where you filed your return to inform the agency of the name change. Depending on the legal structure of the business, i.e., sole proprietorship, partnership, corporation, the notification must be signed by the business owner, partner, or corporate officer.
Finally, businesses should also consider notifying customers, vendors, and other key contacts about the name change. While generally not legally required, providing advance notice can prevent confusion and help make the transition proceed smoothly. Of course, it is also essential to ensure that the name change is reflected on the company’s website, marketing materials, business listings, and social media.
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