Legal Question in Business Law in California

corporate name change

I opened an LLc in 2002 with the intent of beginning a small business. Once the LLC was formed I took a ''real'' corporate job, and their was no activity with the LLC. I filed a 2002 return,and paid $800 in estimated taxes against future 2003 earnings. Now, I have left my ''real'' corporate job and want to open a different business, different name, different indistry. Can I just change all the current LLC data, or do I have to close the first LLC, and go through the effort - and expense, of starting all over again?


Asked on 10/20/03, 10:42 pm

4 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: corporate name change

You can change the name of your California limited liability company by filing a Form LLC-2 with the Secretary of State. The form and its instructions can be viewed, downloaded and even filled in on-line at www.ss.ca.gov - then enter the business portal and go to the LLC section. The fee for filing an LLC-2 is $30.

Be very careful to fill out the LLC-2 accurately and according to the instructions, or it may be rejected.

Mail processing by the Sec. of State is presently slow, perhaps due to the budget crisis. You can have the LLC-2 processed over-the-counter for an additional $15 if you hand carry it to Sacramento. Alternatively, there are document-filing services that can handle it for you -- try, e.g., www.parasec.com for one.

Even if this is a single-member LLC, you should revise your operating agreement to reflect the new name and purpose.

When you choose the new name, use the Sec. of State Web site (name search) to get a preliminary idea whether the name is available.

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Answered on 10/21/03, 3:09 am
Siamak Pishvaee Pishvaee & Bavar

Re: corporate name change

No you can just do a name change through LLC-2 and revise the op agreement.

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Answered on 10/24/03, 11:03 pm
Linda Allen Law Offices of LInda M Allen

Re: corporate name change

Thank you for your inquiry. It is a relatively simple process to change the name of your LLC. Once you confirm that the new name is available you will wish to file an LLC-2 form with the new information with the California Secretary of State.

There may be other issues you will want to address as the business purpose has changed including but not limited to your operating agreement, business plan, etc.

Please feel free to contact me directly if I may be of further assistance at 619.233.0900.

Sincerely,

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Answered on 10/21/03, 12:00 pm
Michael Olden Law Offices of Michael A. Olden

Re: corporate name change

Know you not have to go through a whole new LLC. You don't even change the name of the existing LLC. You modify the LLC accordingly and file and publish a DBA in the county in which you'll be doing business and basically commenced doing business. When I say you I mean yet an attorney to do this. This is not something that you should do yourself. You need an attorney who deals in this kind of business loss last business entity work who can do it so that everything runs smoothly. I have found in my practice over 30 years that if it isn't done correctly in the beginning, where the individual does not seek the aid of an attorney and tries to do it themselves, they are not aware of the technicalities, nuances and sophistication necessary to do this. At a later time it usually cost the more money than they would've had to pay at the outset. I've been practicing law in this area since the outset as well as teaching business law and if you wish to contact me I am in the San Francisco Bay Area at 925 -- 945 -- 6000.

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Answered on 10/21/03, 12:00 pm


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