In 2019 the IRS implemented a change in Form SS-4, this change prohibited entities from utilising their personal EINs to obtain additional ones. Individuals now named as a responsible party are required to have either a social security number or an individual taxpayer number, with the exception of government officials, the military and state national guards.
With regards to the naming of an LLC in Texas, the statute lays out the requirements for the setting up of an LLC. The State of Texas provides online as well as hard copy LLC filing options, an offer that is not available in all states. Having to keep track of state requirements when starting an LLC can be a daunting task, as each state may slightly differ in their approach and requirements. Fortunately, there are resources available, such as The Really Useful Information Company, who aim to assist up and coming entrepreneurs with their business-related questions.
Will the secretary of state accept my proposed name?
The secretary of state notes that as per the BOC, section 5.053 of, the entity that is filing must be different from that of the records that the name of a different filing entity appears, this includes name reservation as well as name registration that has been filed with the state. It is only in the event that the existing entity provides written consent that a potential name that is indistinguishable might be used. Let’s say for example an entrepreneur wished to open up a store called “Crispy Creme” they would first require the written permission of the owner of the “Krispy Kreme” franchise
The Texas Administrative Code, clearly sets out all of the rules and regulations that need to be followed when it comes to determining if potential names are unique and or allowed with the proper consent, in Title 1, Part 4, Chapter 79, Subchapter C .
When will a name certificate get rejected?
As per Chapter 71 of the Texas Business and Commerce Code, the state does not sanction the rejection of a name certificate purely on the basis of a conflict with said name. This means that there may be multiple names on file that will bear precisely the same name. A presumed name certificate will merely provide the data about the identity and location of the primary business entity therefore it does not permit the registrant with the right to use the filed name in any way that violates the law on the rightful use of the name by others. It is always up to the business to safeguard its name.
When are name certificates required to be filed?
A minimum of once every decade and the assumed name certificate is required to include a state term or duration for the filing. This in no way is allowed to exceed 10 years starting from the date of the initial filing. From the moment that the certificate expires the registrant will then have to decide if they wish to continue to use the same assumed name.
Filing a name registration vs filing that of an application for registration?
Due to the fact that merely filing a name registration in no way authorises an entity to conduct a business trade in Texas, one will have to evaluate their own personal situation. A legal name registration will prevent the filing of any undistinguishable name, legal or otherwise, in the secretary of state records. It is important to note that the validation of the registration is limited to one year after which it will need to be renewed accordingly.
The filing of a request for the registration of a name is generally conducted by an LLC, foreign corporation, limited partnership, or other as listed in section 9.001 the Texas Business Organizations Code. This will thereafter provide passage for a foreign entity to conduct business dealing in Texas, notably the nature as well as the expanse of the business will determine if filing for an application is necessary. Furthermore, foreign entities may be required to file a request for registration so as to meet the laws of the state specifically.
Final Thoughts
The naming of an LLC in the state of Texas is obligated to contain the words “Limited liability company”, “limited company” or at the very least an abbreviation of either of the phrases. But when it comes to selecting the name for your chosen business entity it is always advisable to study and familiarise yourself with the legal requirements of your chosen state.
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