|
How
do I secure my business name?
Choosing
a name is the most important aspect of forming a new business.
Your name separates you from other entities, represents you to
the public and entitles you to certain rights and
responsibilities (paying taxes) under the law. Just as
important is your ability to open a bank account with your
business name.
The legal structure selected for your business
determines where you will file your business name and
organizing documents.
Sole
proprietorships and co-partnerships file
their names and apply for DBAs with the county clerk in the
county in which the business is located and in any other
county in which they wish to transact business or have an
office. The name cannot be the same or similar to a name
already on file with the county. If you're not using
your own name as the name of your company (example: Michael
Green), you need to file a fictitious business name, or DBA –
Doing Business As (example: Michael Green Doing Business As:
“Global Economics”). With a DBA statement, you can legally
publish your business name.
Limited
partnerships, limited liability companies, and
corporations
in
Michigan
file
their names and organizing documents with the “Department of
Labor & Economic Growth, Bureau of Commercial Services,
Corporation Division”.
Your business name must be distinguishable from all
names already on file with the Bureau. A name which sounds
the same as one already on record may be accepted provided
that the two names are spelled differently. Your business name
must not contain a word or phrase indicating it is organized
for any purpose other than is stated in its organizing
documents (i.e. Certificate of Limited Partnership, Articles
of Organization, or Articles of Incorporation). A limited partnership
name may not contain the name of a limited partner unless that
name is also the name of a general partner or the business of
the partnership had been carried on under that name before the
admission of that limited partner. Names with restricted
words will not be approved. Restricted words are words and
abbreviations that mean that the name needs to meet certain
criteria.
Restricted words include those words which imply
governmental association, words that denote a professional
corporation such as a law firm or a doctor’s office, or words
that mean a company is doing business as a bank. The use of some
restricted words without approval could constitute a criminal
offense.
Each
business entity has its own specific document to be
filed:
·
Corporations file
Articles of Incorporation if it is a domestic corporation or
an Application for a Certificate of Authority if it is a
foreign corporation.
Domestic corporations are corporations formed in
Michigan,
while foreign corporations are those incorporated under laws
other than the laws of the state of
Michigan. There are four
types of corporations: profit, nonprofit, professional service
and ecclesiastical. The type of corporation you are trying to
form dictates which form you need.
·
Limited
Partnerships file
a Certificate of Limited Partnership if you are a domestic
partnership or an Application for Registration to Transact
Business if it is a foreign limited
partnership.
·
Limited
Liability Companies file
Articles of Organization if it is a domestic company or an
“Application for a Certificate of Authority” if it is a
foreign company.
The
Bureau of Commercial Services, Corporation
Division
Orders
for copies or certificates, requests for information about
filing requirements for documents, general information
questions, requests for information on a specific entity, name
availability inquiries, and documents to be filed, may be
mailed to:
Department
of Labor & Economic Growth
Bureau
of Commercial Services
Corporation
Division
P.O.
Box
30054
Lansing,
MI
48909-7554
·
Online
Services – To
obtain forms visit the website at www.michigan.gov/corporations
and go to “Forms and Publications.” The website contains
document images and database information for corporations,
limited liability companies and limited partnerships. Copies
of documents and reports can be viewed and/or printed at no
charge. The website also contains forms, general information,
frequently asked questions, procedure manuals and a business
entity search feature. In addition, questions may be submitted
by email.
·
Telephone
Services
– Information
about filing requirements, copies of documents, certificates
of good standing and other documents may be ordered by calling
(517) 241-6470, Monday
through Friday from 8 a.m. to 5 p.m. EST. Information about
specific entities including officers and directors is also
available.
·
Faxes –
Orders for copies of documents, certificates of good standing,
inquiries about filing requirements for documents and annual
reports, and requests for information about specific entities
may be faxed to (517)
241-0538.
Orders can be faxed to you within an hour. Electronic
filing is also available, ask about
MICH-ELF.
·
In
Person –
The Bureau is open Monday through Friday from 8
a.m. - 5 p.m. EST. Computer terminals are
available to view documents or to search records on the
database. Forms are also available. Documents and reports may
be submitted for review, requests for copies and certificates
can also be ordered.
The Corporation Division of the Bureau of Commercial
Services is located at:
2501
Woodlake Circle,
Okemos,
Michigan
Avoid
Infringement
Filing
your business name with a local county clerk's office or the
Bureau of Commercial Services, Corporation Division, creates
no substantive rights to a name. You must exercise care
to avoid infringing on names previously filed by other
businesses.
Slight differences in names may be accepted by the
Bureau for filing, however it is important to remember that
slight differences may not be enough to avoid infringing on
names filed with the county clerk, the Bureau, or names being
used by another entity as a trademark, service mark, or trade
name. You
should also be aware that if you adopt a name that misleads
the public into believing that your business is that of
another business, you may be liable for legal action by the
person whose business you have affected. If an infringement
does occur your business entity could be sued, forced to
change its name, and pay damages.
The
responsibility to avoid infringement rests with you as well as
the responsibility to protect any rights your business claims
to its name. To avoid infringing on another entity’s name or
mark, a diligent search of entities, names, and marks should
be conducted.
Your search should include state registered marks,
federally registered marks, domain names, names of sole
proprietorships and partnerships, and names of corporations,
limited partnerships and limited liability
companies.
·
A
list of Michigan
registered marks is available on the web site at: http://www.cis.state.mi.us/bcsc/forms/corp/mark/markcom.pdf
·
A
search for federal trademark registration may be conducted
online at the U.S. Patent and Trademark Office (USPTO) http://www.uspto.gov/. Contact the United
States Patent and Trademark Office at (800) 786-9199 or write US
Patent and Trademark Office, Commissioner for Trademarks,
PO
Box 1451,
Alexandria,
VA
2213-1451. A
search can also be conducted at the following three
Michigan
libraries designated as “Patent and Trademark Depository
Library”:
o
Ann
Arbor
Media Union Library, University of
Michigan (734)
647-5735
o
Big
Rapids Ferris Library for Information, Technology and
Education (FLITE), Ferris
State
University (231)
591-3602
o
Detroit
Public Library (313)
833-1450
·
Assumed
names of sole proprietorships and co-partnership names are
filed in the county clerk’s office. Contact the county clerk’s
office in any county in which business will be carried on to
determine if a name similar to the proposed name is currently
on file. There is a list of counties on the state’s web site
at http://www.michigan.gov/som/0,1607,7-192-31720-97053--,00.html
with links to county
web
sites.
·
Michigan
corporations, limited partnerships, limited liability company
names and the names of foreign corporations may be searched on
the web at: http://www.cis.state.mi.us/bcs_corp/sr_corp.asp
Return to Business
Structures
Use Our Business Planning
Services
The
affordable, professional way for you to get the loan you need
now!
Take Advantage of Our Full-Color
Printing
|
Services
& Pricing
· Business Plan
Preparation
·
Business Plan
Review
·
Excel-Based, Financial Workbooks
·
Business Plan Assistance for Do It
Yourselfers
·
SBA Loan Application Assistance
·
Company Brochures
Full Color
Printing
·
Website
Development
Our Business
Plan Design Process
From $495
Articles
· Is Your Business Ready for Funding?
· Analyze the Feasibility of Your Business
Idea
· Business
Structures
· Why do
I need a Business Plan?
· How to
Register a Business in Michigan
· Organizing
Your Business?
Which
is best for you? Inc., LLC, S-Corp, C-Corp,
Non-Profit
· Starting a Business
What
you need to know!
· Corporation
or LLC?
High Gloss, UV-Coating
High quality stock
paper
·
Postcards
·
Ad Cards - Rack Cards
·
Business Cards
·
Brochures
· Sell
Sheets
· Newsletters
· Posters
· Logos - Letterhead
Call . . .Academic and Business Designs. From refining your
business plan to weeding through lists of grants, lenders, and
investors . . . . .
We
can help!
Services
& Pricing
· Business Plan
Preparation
· Business Plan
Review
· Excel-Based, Financial Workbooks
· Business Plan Assistance for Do It
Yourselfers
· SBA Loan Application Assistance
· Company Brochures
Full Color
Printing
·
Website
Development
Our Business
Plan Design Process
From $495
|
