Monthly Archives: March 2013

Changing a Limited Liability Company (LLC) Name in Virginia

I am a small business owner, and I recently went through the chore of changing my company name.  The original name I chose was a hasty decision, so I wanted something I’d be a little happier with.  The good news is, it’s not too hard to do.  It’s just a little tedious.  And even though this process is described for Virginia, I suspect the process is pretty similar in other states.

Disclaimer: I am not a lawyer.  I have no legal credentials, and I don’t purport to.  I’m just documenting what worked for MY specific situation, and I take no responsibility for you or your situation.  If you have questions, you should consult a qualified legal and/or tax professional (which I am not) before you undertake any corporate entity changes.

Fortunately, Virginia provides good online resources, so the folks in Richmond are doing something right.  Your best resource for getting started with this sort of thing is the State Corporation Commission’s Office of the Clerk.

The steps I took are written below.

  1. Decide on a Name.  This one sounds obvious, but the un-obvious part might be making sure your company’s name is unique, and thus distinguishable from other businesses in the state records.  As with pretty much anything corporation related in Virginia, the State Corporation Commission’s Office of the Clerk is where to begin.  You can confirm that your proposed company name is unique using the Name Distinguishability Checker.  Once you’ve confirmed that the name you want is unique/available, it’s time to fill out a form…
  2. File your change with the Commonwealth of Virginia ($25). Corporate entities are chartered by the state, so that’s the entity with which you need to start.  I.e., you’ll notify the IRS and your county after things get squared away with the state.   For a business entity name change, the form you want is LLC-1014N: Articles of Amendment – Changing the Name of a Virginia Limited Liability Company.  It’s available in both PDF and MSWord.  (If you want to peruse the other forms available, an index of state LLC forms for a variety of purposes, such as Registered Agent Address Change or Articles of Cancellation, can be found here.)  Fill out this form as instructed, sign it, date it, and send a check for the stated fee ($25 at the time of this writing).  Send it off to address listed, then just wait.
  3. Wait.  That’s right.  Just sit tight while your mail gets delivered to Richmond and someone processes it.  While you’re waiting, you can periodically monitor the Name Distinguishability Checker to see if your submission has been logged in the system.  It took a few weeks for me before my desired name showed up as unavailable in the system (i.e., name is already in use, presumably by me), but as soon as it did, I was pretty darn sure I’d be the proud owner of it soon.  Sure enough, within 2-3 days of my name becoming unavailable on the Distinguishability Checker, the update took effect in my Business Entity Search record.
  4. Receive Confirmation from the State.  This is really just an extension of the previous “Wait” step.  That company name might be recorded as yours in the Clerk’s office, but until you receive confirmation in the mail, via an Articles of Amendment letter from the state, just be patient.  My amendment letter showed up in the mail 3-4 days after my Business Entity Record showed the change.At the time of publication of this article (early March 2013), state registration is the furthest step I’ve completed.  Everything after this is my understanding of what needs to be done, but I haven’t yet completed those steps.  I’ll try to update this article with additional details as the next steps get completed.
  5. Notify the IRS.  Now that you have official documentation from the state, it’s time to tell the feds.  You’ll want to make sure you can keep your EIN (assuming that’s permissible in your circumstances), so file this carefully.  The IRS web site discusses filing a name change here, although I didn’t find it to be particularly informative.  I was looking for something a little more explicit to make sure I got it right, so I called the IRS.  Steps went a little something like this:
    1. Called the IRS at (800) 829-4933, which is both their “Business and Specialty Tax Line” and their EIN hotline.  It’s listed among a whole list of IRS hotline numbers here.
    2. It was a little before noon on a Monday morning when I called, and I waited on hold for about 50 minutes before I spoke to a human in the right department.  I pressed the following sequence of automated phone menu options (valid on date of publication):  1 for English, 1 for EIN info, 3 for “already have an EIN and need to ask questions” (or something like that).
    3. When I eventually spoke with a human, the lady on the phone was pleasant, and I’ll paraphrase the instructions she gave me:
      • You need to notify the “Entity Department.”
      • You can fax this request to (859) 669-5748, or you can mail it to IRS-Stop 343G, ATTN: Entity Department, Cincinnati, OH 45999. *** see notes below about contact info!! ***
        NOTES: The address and fax number might have been specific to my geography or my circumstances, so do your own research. Also, the lady told me that if I use the mail, my request might not even be processed (“looked at”) by a human for 4-6 weeks. However, she said that faxed requests are usually turned around in 2-3 weeks. She seemed to be encouraging me to fax my request instead of mailing it.
      • Include with your letter a copy of the amended articles you received from the State Corporation Commission.
      • Also include a clear reference to your company’s EIN and indicate the new company name to associate with that EIN.
      • In your letter, request that they issue you “147C letter,” which (I think) verifies that your EIN/TIN has been associated with the new company name.  (I don’t know the finer points of a “147C” other than she told me to request it.  As with everything in this article, I recommend you do your own research on that.)

    * UPDATE #1: It’s late April, and I just received my 147-C letter confirmation from the IRS. I sent the letter in mid-March, so the turn-around time was about 6 weeks.

  6. Notify your County.  I live in Northern Virginia.  I called my county’s  Business License Tax office, and they instructed me to send them a letter informing them of my business name change.  Along with my letter, I was told to include a copy of the State Corporation Commission’s articles of amendment confirmation, and to specify that my EIN remained the same as it always was.
    * UPDATE #2: I was a little slow about getting things squared away with the county. In late July, I visited the county office with my Certificate of Amendment from the state and my IRS 147-C letter. I explained what I was there for, they reviewed my records to make sure my business was in good standing, and within about 20 minutes, I had an updated business license record. I’m sure I could have accomplished the same thing with a mailed letter, but I got some confusing instructions when I called their office about that, so it was just easier for me to visit the office in person and make sure they had everything in one fell swoop. It was pretty quick and painless.
  7. Notify Dun & Bradstreet and other registrars.  Did you ever register for a DUNS number?  If so, Dun & Bradstreet has an entry for you.  I used their iUpdate capability to notify them that my name changed.  If you’re on record with other registrars, trade groups, etc., make sure you follow appropriate steps to update them.
  8. Notify your Bank, Clients, etc.  Your business bank accounts should be updated to reflect your new company name.  You might need to order new checks too.  Your clients will also need to be updated.  Ditto for anyone else you’re registered with, do business with, etc.

Presumably, those are all the hoops I’ll have jump through to operate under my new business name.  If you think I missed anything, or if you found this article helpful, I welcome the feedback!