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What You Need to Know About Changes to Washington’s LLC Act – Part II: What’s in a Name?

By March 8, 2016 March 4th, 2020 No Comments

liz west on Flickr“What’s in a name? that which we call a rose
By any other name would smell as sweet;”
–       William Shakespeare, “Romeo and Juliet”

What does Shakespeare’s tale of star-crossed adolescent lovers have to do with business law? In truth, not much. Indeed, unlike the often-referenced Shakespearean speech in which Juliet laments that a name should hold no meaning, a name is an essential component of a business’s identity. When a new business entity is formed, it is important for the organizers to “claim” a name for the business. The good news here is that recent changes to Washington’s laws governing business entities have streamlined and standardized the process a new business must follow to reserve a name.

As I wrote in my first post in this series about changes to Washington’s laws governing business entities enacted pursuant to the HUB Bill, January 1, 2016 marked not only a new year but a number of sweeping changes to our state’s laws governing business entities. Prior to the new law, one statute, RCW 25.15.015, set forth the steps for reserving a name for a limited liability company (LLC), while a different statute, RCW 23B.04.020, set out a different process for a corporation to claim a name.

Now, there’s one consistent process for reserving a business name. Specifically, any Washington-based business entity can reserve a name by making a filing consistent with Section 1303 of the Hub Act. For Washington entities, this process is codified at RCW 23.95.310. RCW 23.95.310 sets forth the process for reserving a business entity name as follows:

RCW 23.95.310 – Reservation of name. (Effective January 1, 2016.)

(1) A person may reserve the exclusive use of an entity name including the alternate name adopted pursuant to RCW 23.95.525 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the entity name is available, the secretary of state shall reserve the name for the applicant’s exclusive use for one hundred eighty days.

(2) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state an executed notice in a record of the transfer which states the name and address of the transferee.

For “foreign” entities, which means any entity formed in any jurisdiction outside Washington, the process for reserving a name to conduct business under in Washington is slightly more complex. It can be found at RCW 23.95.315.

Thinking about starting a business and need to reserve your business name? Give us a call – we’re happy to discuss the legal considerations with entity formation and beyond.

Photo credit: liz west on Flickr

This post is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting with an attorney.

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