Our clients often make changes in the name or management of their Secretary of State-filed LLC. We help with updating ABC, but the first step is the update itself. Here is an excellent resource from our friends at Bend Law Group (with a few tweaks relevant to our clients) to make sure you don't miss any key steps in the process.
There are typically 10 steps to changing the legal name or ownership of an LLC in California:
1. Member Approval First, you should review your Operating Agreement to see what the voting requirements are to change the legal name of the LLC. Most likely you will need written resolutions or amendments that are signed by the members who own a majority ownership interest in the LLC to document that the appropriate members approve of the change.
2. Amendment To The Articles Of Organization When you formed the LLC, you filed articles of organization with the California Secretary of State's Office. Those articles included the full legal name of your LLC. You will now need to file an amendment to the articles to change that name or Management.
3. Statement Of Information Once the amendment to the articles of organization has been approved, you will need to file an updated Statement of Information with the California Secretary Of State’s Office. This is a one-page filing that can be submitted on the Secretary of State's website. You can update the Statement of Info with any changes in the Members or Managers at this time.
4. City Business Registration Certificate You will also have to update the city business license to change the legal name of the entity.
5. Fictitious Business Name Statement If you are conducting business under a name other than the full legal name of the LLC, you will need to file an updated fictitious business name statement with the county.
6. Publication Of The Fictitious Business Name Statement Once you get the endorsed fictitious business name statement back from the county, you will need to have it published in a legally adjudicated newspaper.
7. California Employment Development Office If your LLC is running payroll for its employees, you will need to update the Employment Development Office (EDD) of the name change.
8. Seller’s Permit If the LLC collects sales tax, you will need to update the company's account with the California Board Of Equalization. If you have any trouble, you can call the Board Of Equalization at 1-800-400-7115 and they will walk you through the process step-by-step.
9. IRS You will need to work with your CPA to update the IRS of the LLC's new legal name.
10. Vendors Lastly, you will need to update all of the LLC's third-party vendors. For example, you will need to update the LLC's bank account and insurance policies to include the new legal name of the LLC.
Thank you to Doug Bend with Bend Law Offices for creating this helpful list! If you need help determining what specific steps your company needs, you can find Doug and his team HERE.
Many amazing hospitality business in California trust them with their legal needs.
Consult with your attorney as your LLC might have different requirements, but this checklist is a good starting point for strategizing on how to change the legal name of your company. As you can see, numerous government agencies and vendors would need to be updated and so you should make sure that the new name is one you love much more than your LLC's current name.
The information provided here is not legal advice and does not purport to be a substitute for advice of counsel on any specific matter. For legal advice, you should consult with an attorney concerning your specific situation.