Q: Am I able to change the name of the company?
Thank you to a customer in Michigan for reaching out to us with that question! You may absolutely change your LLC name at any point in the lifespan of your business. (And this is definitely something Northwest can help you with!) Business owners may seek to change their business name for any number of reasons, whether it be for branding purposes or because the scope of the company has expanded. For example, if Sunny’s Sandal Store now sells hiking boots, Sunny’s Shoe Store might be a better fit. Or, if you’re early on in the process, it could be the case that the name on-file with the state of Michigan has a typo, or is incorrect in some way. Whatever the case, you’ll want to file an amendment with the Michigan Department of Licensing and Regulatory Affairs. Here’s what you need to know:
1. Make sure your new LLC name is available
Since you’ve already named your company, you probably already know that your name must be distinguishable from the names of all other Michigan LLCs, corporations and limited partnerships on record with the Michigan Department of Licensing and Regulatory Affairs (LARA). To make sure your new name is available in Michigan, use the state’s Business Entity Search.
What does it mean for an LLC name to be distinguishable on the public record?
Your LLC name cannot be the same or similar to any other business name on record in the state of Michigan, including foreign entities registered to do business in the state. (Note that this does not include businesses that are currently inactive.) While some states give specific guidelines to help define what it means for a name to be “distinguishable,” Michigan does not.
In most cases, simply changing the punctuation or adding “the” to the beginning of a name won’t be enough to make it distinguishable from an existing name. But the state ultimately has the final say on whether something is distinguishable or not. If you’re unsure about your name and want to make sure it will work, you can reach out to the Corporations Division via email: [email protected].
Are there any other naming restrictions I should be aware of in Michigan?
Yes, you’ll need to include one of the following terms to the end of your name:
- limited liability company
- L.L.C.
- LLC
- L.C.
- LC
In other words, you can’t use the term “Inc.” or “Corp.” at the end of your name if your business hasn’t been formed as a corporation. You must also make sure your name won’t mislead the public into thinking your business serves a purpose other than what’s indicated in your Michigan LLC Articles of Organization.
2. Get member approval to change your LLC name
If you own a multi-member LLC, you’ll need to make sure all members (or at least a majority of members) are on board with the name change before you can change it with the state. This will probably require holding a meeting, drafting an amendment then filing a resolution—but the specific procedure for getting member approval for any changes to your LLC should be stipulated in your Michigan LLC Operating Agreement.
Do I need approval from all members before changing my LLC’s name?
It depends. Some LLCs require all members to vote on important matters (like a name change), while others require a majority vote. You should consult your operating agreement for the correct process for your LLC.
3. File a Michigan LLC Certificate of Amendment
To officially change the name of your Michigan LLC, you’ll have to file a Certificate of Amendment to the Articles of Organization. In it, you’ll have to provide:
- LLC’s current name
- LLC ID number (provided by LARA)
- Date your articles were originally filed
- New LLC name (you’ll be asked to indicate which article you’d like to change, and this should be Article I)
- A statement indicating your name change has been approved by a majority vote, or unanimous vote (select one)
- Signature of a member, manager or authorized agent
You’ll also have to include the name a contact number for the person submitting this form (the “preparer”), but this information will not become part of the public record.
Can I change the name of my Michigan LLC by filing restated articles?
Yes, but only if you’ve already filed more than a couple amendments to your LLC. Filing Restated Articles of Organization will allow you to consolidate those previous amendments—along with your proposed name change—into one document.
Can I change the name of my Michigan LLC when I file my annual report?
No. The only information you can update with the state through your Michigan Annual Report is the name and/or address of your Michigan Registered Agent.
How do I submit a certificate of amendment?
You can submit your certificate of amendment online, by mail or in person.
Online: LARA Online Filing
By Mail:
Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909
In Person (by appointment only):
Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
2407 N. Grand River Ave.
Lansing, MI 48906
4. Update your Michigan LLC Operating Agreement
This might be obvious, but it’s super important. Your operating agreement is a legal document that can be used in an official capacity for such tasks as opening a bank account and defending your company in a court of law—it must be kept current. So your company’s name changes, so does your operating agreement.
How do I update my Michigan LLC Operating Agreement?
Because your operating agreement gives a comprehensive account of your company’s finances and organizational structure, it cannot be changed willy-nilly. You must follow the official process laid out in the operating agreement itself.
5. Change your LLC name elsewhere
This last step can be a hassle, depending on the scope of your business. But it’ll be important for the long-haul to maintain consistency throughout all aspects of your business. Some key areas to focus on when it comes to updating your business name include:
- IRS (see: Business Name Change)
- Business license(s)
- Bank account(s)
- Contracts with vendors, suppliers, landlords, lenders
- Invoices
- Payroll
- Website and social media
- Business cards, stationary, letterhead