Guide to Name Availability
The Ohio Secretary of State approves and keeps a registry of business names. Ohio law requires that new business names be “distinguishable upon the records in the office of the Secretary of State” from other previously registered business names (i.e., does not conflict). For example, the name of a limited liability company cannot be registered unless it is distinguishable from all previously registered trade names and the names of all existing corporations, limited liability companies, limited partnerships and limited liability partnerships. Some business names are subject to additional restrictions and/or requirements. This document is intended to provide guidance and answer some common questions regarding Ohio’s name availability standards.
When Is A Business Required To Be Distinguishable Upon the Records?
The following types of business names are required to be “distinguishable upon the records” from other previously registered business names that maintain an “active” or “hold” status:
- Trade Names
- Corporation Names
- Limited Liability Company Names
- Limited Partnership Names
- Limited Liability Partnership Names
- Reserved Names
When the Secretary of State receives a filing requesting the registration of a business name, we conduct a search of our records to determine whether a name conflict exists. For example, a proposed trade name will be compared against all previously registered trade names and the names of all previously registered corporations, limited liability companies, limited partnerships and limited liability partnerships.
If a filing requests a name that is not distinguishable upon the records from another previously filed business name the request creates a name conflict and generally, the new name cannot be registered. For example, a filing requesting the name “ABC Corp.,” will be rejected because the requested name conflicts with the existing business name “ABC, LLC.”
Fictitious names are not required to be distinguishable upon the records from any other previously registered name. However, a fictitious name provides no protection because other registered names are not required to be distinguishable from a fictitious name. For example, if “Benny’s Ice Cream” is registered as a fictitious name, a corporation would be permitted to register “Benny’s Ice Cream, Incorporated” because the names are not required to be distinguishable.
General Partnership Names
General Partnerships have the option to file their business name as (1) a trade name, (2) fictitious name or (3) they may file the name on the Statement of Partnership Authority, in which case it is treated as a fictitious name. If a general partnership files a trade name registration then the name must be distinguishable upon the record, as described above. If a general partnership files a fictitious name or files a Statement of Partnership Authority, then the name is treated as a fictitious name, and as described in the paragraph above, the name does not have to be distinguishable upon the records from any previously registered name.
What If My Business Name is Not Distinguishable Upon the Records?
Generally, if a business name is not distinguishable upon the records from other previously registered names, it cannot be registered with the Ohio secretary of state and a new business name must be chosen.
A conflicting name can only be registered if consent is obtained from the registrant of the conflicting name(s). To register a conflicting name, please submit the “Consent For Use of Similar Name” form with your other documentation (for example, articles of incorporation) to show that consent was obtained from the prior registrant.
What Does It Mean When A Name Is In “Hold” Status?
Under certain circumstances, the Ohio secretary of state is authorized to cancel the license of a business. For example, if a corporation fails to pay corporate franchise taxes for any given year, our office will cancel the corporation’s license after the Ohio department of taxation notifies us of the tax delinquency from. However, the secretary of state is obligated to “hold” the canceled entity’s name for one year from the date of cancellation to give the entity a chance to reinstate (i.e., pay back taxes and return to good standing) using their existing business name. So, new business names must be distinguishable upon the records from previously registered business names that are in “hold” status for a period of one year. If the canceled corporation fails to reinstate within the one-year period, the name again becomes available for registration.
Please note that a canceled corporation (or other canceled entity) lacks authority to conduct business and therefore, cannot provide consent to the use of a conflicting name. If your proposed business name conflicts with a name in “hold” status you may wish to register a different name or wait to see whether the name becomes available one year from the date of cancellation.
General Name Availability Guidelines
While the Ohio secretary of state generally determines whether a name is distinguishable upon the records, the Ohio Revised Code provides the following specific name availability rules:
- The use of punctuation, contractions or abbreviations, does not distinguish one name from another.
- “Knight and Day” is not distinguishable from “Knight & Day.”
- “Hill Supermarket” is not distinguishable from Hill’s Supermarket.”
- “P.L.A.Y., Inc.” is not distinguishable from Play, Inc.
- “Barnstormers” is not distinguishable from “Barn-Stormers.”
- “Do Not Stop, Inc.” is not distinguishable from “Don’t Stop, Co.”
- “Mister Coffee, LLC” is not distinguishable from “Mr. Coffee, Ltd.”
- The use of an article, such as The, A, or An, or conjunction, such as And, But, or Or, does not distinguish one name from another.
- “The Big Company” is not distinguishable from “A Big Company.”
- The use of a word or words designating the type of business entity associated with the name, such as “Company,” “Corporation,” “LP” or “Limited Liability Company,” does not make the name distinguishable from another.
- “Barnstormers Ltd.” is not distinguishable from “Barnstormers Co.”
- “Carpet, Inc.” is distinguishable from “Carpet Corps, Ltd.
- The use of a different tense or number of the same word does not distinguish one name from another.
- “Hometown Bakery, LLC” is not distinguishable from “Hometown Bakeries, Inc.”
In addition to the express rules provided in the Ohio Revised Code, the Ohio secretary of state applies the following rules to determine whether a proposed business name is distinguishable upon the records:
- Numbers within a name can be used to distinguish one name from another if the number is formatted differently in each name.
- “Roman Investments II” is distinguishable from “Roman Investments 2” and “Roman Investments Two.”
- The addition of letters to a name generally will make a name distinguishable from another.
- “A Plumbing” is distinguishable from “AA Plumbing”.
- “ABC” is distinguishable from “AABC”, “ABBC”, “ABCC”, “ABCD” and “AABBCC.”
- Reversing words does make a name distinguishable from another name using the same words in a different order.
- “Energy First” is distinguishable from “First Energy.”
- Using different phonetic spellings or spelling variations does distinguish one name from another.
- “Quickie Mart” is distinguishable from “Kwikee Mart” or “Kwik-E-Mart.”
- “Computer Tech” is distinguishable from “Computer Tec.”
- Misspelled words, whether intentionally misspelled or not, do not conflict with the same, properly spelled words.
- “800-OPERATOR” is distinguishable from “800-OPERATER”.
- If the same base word is used, the names may still be considered distinguishable.
- “Sam’s Cleaners” is distinguishable from “Sam’s Cleaning.”
- “Cleatus the Trucker” is distinguishable from “Cleatus’s Trucking.”
Foreign language names will not conflict with their English translation. For example, “La Fleur” means “The Flower when translated into English. However La Fleur does not conflict with a previously registered business named “The Flower.”
If a name contains profanity or words or phrases that are generally considered a slur against an ethnic group, religion, gender, or heredity, it is considered unacceptable.
The Ohio Revised Code prohibits the registration of a name that incorrectly or improperly implies that the business is affiliated with a government agency. For example, “I.R.S.” is not an acceptable name for a business unaffiliated with the Internal Revenue Service.
Entity Specific Rules
Certain types of business entities are subject to regulation by other state agencies or specific name requirements and/or restrictions. The following briefly summarizes these requirements.
Banks and Trusts
A business name may not include any of the following words without prior approval from the superintendent of financial institutions: bank, banker, banking or trust, or words of similar meaning in any other language. This is true even for businesses that do not engage in banking or trust activities. For example, the name West Bank Condominiums for a condominium development company must be approved by the superintendant of financial institutions before it may be registered with the secretary of state.
All insurance agencies, whether domestic or foreign, must be registered with the Ohio secretary of state’s office. Domestic insurance agencies must register with our office prior to obtaining an insurance license from the Ohio department of insurance. Foreign insurance agencies must register with our office prior to operating in the State of Ohio. A sole proprietor operating an insurance agency under a fictitious (or assumed) name that is not or cannot be registered as a trade name must register the fictitious/assumed name with the Secretary of State.
The name of any cooperative formed under Chapter 1729 of the Ohio Revised Code must include the word or abbreviation: “cooperative,” “coop,” “co-operative,” “co-op,” “association,” “assn.,” “company,” “co.,” “incorporated,” “inc.,” “corporation,” or “corp.” In addition, no business entity shall use the word or abbreviation “cooperative,” “coop,” “co-operative,” or “co-op” as a part of its business name, unless (1) It is organized under chapter 1729; (2) it is organized and operating on a cooperative basis under Chapter 1702; (3) it is organized and operating in accordance with the cooperative laws of another state, the District of Columbia, or the United States; or (4) it is a state or federally chartered credit union.
Legal Professional Associations
Legal professional associations or legal clinics, forming a professional corporation under Chapter 1785 of the Ohio Revised Code must follow specific name guidelines set forth in Ohio Supreme Court Rule III. The name of a legal professional association or legal clinic must (1) end with "Co., Lpa" or (2) use the words "A Legal Professional Association" directly below the name.
Name Reservations and Transfers
Ohio law allows a domestic or foreign business to reserve a business name prior to actually registering the business and obtaining a license. Reserving a name prevents another business from registering that same name while you decide whether and when to register for a business license. A domestic or foreign name reservation is valid for 180 days from the date of filing.
A name cannot be reserved unless it is distinguishable upon the records from previously registered or reserved business names. Additionally, once a name is reserved, new business names must be distinguishable upon the records from the reserved name (in addition to all previously registered business names as already discussed).
The registrant of a name reservation cannot give consent to another business to register an indistinguishable business name. However, the name reservation may be transferred from the original registrant to another. To transfer a name reservation from one registrant to another, please use the “Name Registration Update” form.
Please note that if a name is reserved by an attorney, law firm or service company on behalf of a client, the name does not have to be transferred to the client prior to final registration.
Ohio law prohibits the registration of a trade name that “indicates or implies that the applicant is incorporated” when the applicant is not incorporated. See Ohio Revised Code Section 1329.02. In other words, a sole proprietor operating the business “Bob’s Fish Market” cannot register the trade name “Bob’s Fish Market, Inc.” because the business is not incorporated.
All trade names are required to be distinguishable from previously registered trademarks, service marks and other business names.
Trademarks and Service Marks
Trademarks and service marks are registered without regarding to other business names already on file with the Secretary of State’s office. In other words, they are not required to be distinguishable upon the records from existing business names.
The following list represents the acceptable characters for use in corporate filings.
- Letters of the English/American Alphabet
- Arabic Numbers (1, 2, 3, 4, 5, 6, 7, 8, 9, 0)
- Roman Numbers (I, II, IV, V, X, C, etc.)
- Symbols (!, @, #, $, %, &, *, (,), -, +, =, “, ‘)