Companies change their legal name for a variety of reasons. A change in business strategy, to enhance brand identity, or as a result of a merger or acquisition are just a few of examples.
Many large companies that we all know started their business under different names. For example, Google was created under the name “BackRub”, Nike was formerly known as Blue Ribbon Sports and Hertz Rent-A-Car originally started out under the name “DrivUrSelf”.
Recently, our company changed its name to COGENCY GLOBAL INC. because, based on the growth of our service offerings and global presence, our former name, National Corporate Research, Ltd., did not accurately reflect what we do. (Watch our corporate video for the story behind our name change.)
Since we went through the process ourselves, we know first-hand how difficult and time-consuming it can be. The goal of this article is to help you prepare and file the Certificate of Amendment on the effective date of the name change -- “Day 1”.
Tips for Preparing/Making Name Change Amendment Filings
PRIOR TO DAY 1
- Ensure Stockholder and Board of Director approval has been obtained.
- Check statutory requirements in the domestic state where the entity is formed.
- Check Name Availability and Reserve Name.
- Ensure that the name you have chosen is available in all the states where you currently conduct business and where you may register to do business in the future.
- Track name reservations deadlines and have process in place to renew as needed to ensure continuation of reservation.
- Expiration dates vary from state.
- Most reservations expire between 60 and 120 days; however some states will allow a reservation for a longer period of time.
- Delaware 90 days
- California 60 days, but requires a 2 day lapse between the original reservation and renewal
- Mississippi 180 days
- North Dakota 12 months
- Prepare Certificates of Amendment.
- Ensure you have the correct forms.
- Fillable forms are often available from your Registered Agent or the Secretary of State website (although not all forms may be fillable).
- Secretaries of State will reject your filing if you have the incorrect or outdated form of Certificate of Amendment
- Prepare Draft Certificates of Amendment.
- Prepare well in advance of the Day 1 filing date.
- Proofread them to ensure that the correct old and new name are reflected. (Pay attention to punctuation!)
- If the agreed to new name does not contain a comma, ensure that it is accurate in the Certificate of Amendment. (Otherwise you will have to file another amendment or correction to fix the error.)
- Include the correct state file number assigned to company in each state. (It will be different by state and is required on most Certificates of Amendment.)
- Many states will allow e-mail or scanned submission of a copy of the signed Certificate of Amendment. (However, there are still a handful of states that require the submission of an original signature (wet ink) such as Alabama, Washington, D.C. New Hampshire and a few others.)
- Important: In addition to the above, ensure that the officer or authorized signer of each Certificate of Amendment (i) has the authority to sign and (ii) is on record with each respective Secretary of State’s records based on the previous disclosure on the last filed annual or periodic report.
- In some states, even if the officer who signs the Certificate of Amendment is authorized by the statute and resolutions to do so, many Secretaries of State will require that the officer has been listed in the prior annual report filing and will reject or return the filing if not.
- Check Turnaround Time for Filing and Expedite Fees.
- On Day 1, the goal will be to file all Certificates of Amendment as early as possible to ensure the same filed date in as many states as possible.
- Know your options, which states may have limitations and what the costs will be (also varies greatly by state).
- Delaware offers a 1 or 2-hour expedite fee to ensure the filing the Certificate of Amendment on the date of submission with confirmation back within 1 hour for a $1,000 expedite fee or within 2 hours for a $500 expedite fee.
- Not every state will guaranty to retain the date of submission of the filing as the filed date, or to return evidence of the filing on the same date. (For example, Wyoming does not have an expedite option, takes 3 – 5 business days to process the filing and will not guaranty the date of submission as the filed date; South Dakota has a $50 expedite fee for same day service, but will not guaranty the date of submission as the filed date.)
- Coordinate with your registered agent to arrange submission of all Certificates of Amendment.
PROPOSED DAY 1 FILING TIMELINE
The following is contingent on all key stakeholders agreeing to the desired effective date and time of the name change. The timeline below is an example of just a few of the steps we took on the effective date of our name change to COGENCY GLOBAL INC.
- 8:00 am: Submit Delaware filing as early as possible. (8 a.m. is the earliest time; consider the 1 or 2-hour expedite option to ensure you receive confirmation of the name change as soon as possible.)
- Ensure that the Delaware Secretary of State record reflects the correct name. (Again, pay attention to punctuation. Announcements, legal contracts, marketing collateral, letterhead, programs, etc. will be updated to reflect the new name . . .You will want to make sure it is correct!)
- By 8:30 am: Obtain Supporting Documents.
- Certified Copy of Certificate of Amendment
- Certificate of Fact re: Name Change with the good standing language
- Certified Charter
- Long form Good Standing Certificate
- Short Form Good Standing Certificate
These supporting documents, among others (i.e. IRS Form W-9), will be used by key stakeholders in many departments in the company to provide evidence of the name change to clients and other 3rd parties.
- By 9:00 am: Submit Certificates of Amendment in all other states along with required supporting documents. (Again, this varies by state. California requires a Certificate of Fact re: Name Change with the good standing language; Arizona requires a Certified Copy of Certificate of Amendment.)
- From 9 am on: Upon notice of the effective date of the name change in the domestic state, key stakeholders in all departments will execute the notices and any updates they are responsible for. Also track, filings as they are completed to ensure that each Secretary of State record reflects the correct name.
POST DAY 1
As mentioned, there are numerous other items to be considered (notifying clients, banks, governmental agencies, lessors and other third parties, many marketing tasks, etc.). Creating a master checklist and tracking due dates, responsible stakeholders and completion of the action items is important.
Changing the name of a company is costly and time consuming, so it is important to have tight internal controls and a dedicated team of responsible stakeholders in your organization to ensure that all requirements are met. Guidelines such as “Changing a Company’s Corporate Identity Checklist” are available to provide a more comprehensive overview of many of the other matters that need to be considered by a company planning to change its name. As mentioned, based on the relationship they have with the Secretaries of States and other government filing offices, your registered agent can serve as a good partner to assist you with the important filings required to ensure you name is properly changed in all jurisdictions where you do business.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.