The Mechanics of Choosing and Protecting a Name for a Michigan Business - Part I
One of the most important assets a business can have is its name. A business name sets the tone and marks the brand of the goods or services offered by a company. In Michigan, business names are registered with the Michigan Department of Labor and Economic Growth, Bureau of Commercial Services.
Possible names for Michigan corporations, limited liability companies (LLC's) and limited partnerships can be pre-cleared by using the name availability search utility on the Michigan Department of Labor and Economic Growth's website. You can also call the Bureau of Commercial Services and obtain pre-clearance over the telephone. The purpose of pre-clearing a business name is to reduce the chances that a business's organizational documents will be rejected by the Bureau of Commercial Services because of a name conflict. That said, pre-clearing is not the same as reserving a name. It is possible for a name to be pre-cleared in the state's name database only for a conflict to be discovered when an examiner actually sits down to review the business organization documents.
The Bureau of Commercial services maintains a list of the names of all domestic and foreign corporations, LLC's and limited partnerships that have been duly formed or registered under the laws of the State of Michigan. The Bureau of Commercial Services will not accept business organizational documents for filing if the business's name conflicts with the name of a business that is already registered with the State of Michigan. A business name will conflict if it is not distinguishable from other business names on the records of the Bureau of Commercial services. A business name is distinguishable if it contains one or more different letters or numerals, or if it has a different sequence of letters or numerals from other business names on record.
Although that standard may seem simple enough, it gets a little bit more complicated because there are a number of terms and characters whose presence or absence will not make a name distinguishable. The Bureau of Commercial Services has published an online memo giving guidance on determining whether a business name will conflict with other business names already registered with the Bureau of Commercial Services.
In my next post, I will discuss a number of additional issues that must be addressed when considering what name to give a new business entity.
