Three Considerations When Naming Your Florida Corporation or LLC

naming florida llcs corporations

Shakespeare famously wrote, “What’s in a name?” If you’re a business owner, quite a lot! Your business’ name is the first point of contact between you and your customer. It and your logo are your most prominent branding tools and will be printed on just about everything. The right name can be a boon to a business, just as the wrong name can spell disaster.

Because of its overall importance to the marketing and advertising of your business, give some serious consideration to your company’s name up front. Definitely account for the things like the length, spelling, connotation, and phonetics, as these will be important from a consumer’s point of view.

However, business owners often overlook the fact that there are legal constraints on business names. What you can name your Florida corporation or limited liability company (LLC) is dependent on the Florida statutes governing those entities.

Follow These Rules, Inc.

There are important legal restrictions to consider when choosing the name of your business entity in Florida. These requirements are set out in Florida Statute section 605.0112 (for LLCs) and 607.0401 (for corporations). Taking the time to familiarize yourself with these requirements now—especially since both statutes have been comprehensively rewritten recently (§605 in 2014 and §607 in 2019)—will save you time and frustration in the future.

There are three primary legal requirements that your business’ name must meet in the state of Florida:

  1. Must include an Entity Designator,
  2. Cannot imply that the business entity is a different type of business entity or affiliated with a government agency,
  3. Must be distinguishable.

Keep in mind that here we are solely dealing with the official entity names. You separately may have to consider whether to make a fictitious name filing (also known as “doing business as” or d/b/a) for your business. If you do that, you must consider trademark and trade name issues.

Entity Designators

The name you file with the state of Florida must include a corresponding entity designator. If you are filing articles of organization for a limited liability company, Florida law requires your LLC name to include one of the following:

  • Limited Liability Company
  • L.L.C.
  • LLC

Likewise, if you are filing the articles of incorporation for a corporation, Florida requires one of the following designators:

  • Corporation, Incorporated, or Company
  • Corp., Inc., or Co.
  • Corp, Inc, or Co


You also are not allowed to include in your name a designator or any wording that explicitly states or could imply that the business entity is a different type of business entity.

So, if you wanted to form an LLC here in Florida, you could not call your it “Dunder Mifflin Incorporated” as that would imply that your LLC was incorporated. Similarly, “Cyberdyne Corp., LLC” wouldn’t be an approved name because of the explicit conflict between corp. and LLC.

Related to this point, is the prohibition that the business name cannot imply that the business entity is connected to a state or federal government agency.

Distinguishable in the Records

When business owners think about choosing a name for their business, the most obvious restriction that comes to mind is that the name needs to be unique. This isn’t just a pragmatic requirement, it’s a legal one.

Prior to January 1, 2020, the Florida Department of State required that all business entity names had to be distinguishable from the name of every other existing business in the Department of State’s database. Whether you were looking to form an LLC or a corporation, it didn’t matter: You had to compare your potential name against all existing corporations and LLCs.

So, if you and your brother wanted to form a corporation to run a chicken restaurant named “Los Pollos Hermanos, Inc.,” you needed to make sure there wasn’t already a “Los Pollos Hermanos, LLC.”

However, in 2019 the Florida Business Corporation Act (F.S. §607) was overhauled, and minor changes were also made to the corresponding LLC Act (F.S. §605). One important change to the law is that businesses may now register with names that wouldn’t be considered “distinguishable” provided that they get written consent from the other business. This update is particularly beneficial to businesses that make use of holding companies and subsidiaries.

If you’re starting a business, be sure to do an online name check for Florida corporations and LLCs.

What Is and Isn’t Distinguishable?

It’s important that we understand exactly what the state of Florida does and doesn’t consider a distinguishable factor. This is another area affected by the newly revised statutes. There are now only six differences that aren’t considered distinguishing factors:

  1. Suffixes. This really means that the corporate designator makes no difference in whether one name is different from another. Again, “Los Pollos Hermanos, Inc.” and “Los Pollos Hermanos, LLC,” would not be considered different names by Florida law.
  2. Definite and Indefinite Articles. You cannot simply switch “a” for “the” or drop both altogether and have a new name by Florida law. “Dunder Mifflin Paper Company” and “The Dunder Mifflin Paper Company” are equivalent.
  3. “And” vs. “&.” Just as with “a” and “the,” you can’t just replace “and” with an ampersand symbol. So, “Gekko & Co.” and “Gekko and Co.” would not be distinguishable.
  4. Singular, Plural, and Possessives. Likewise, putting an s on the end of a word or adding an apostrophe will not count as distinguishable. Trying to form “Bluth’s Banana Stand” when “Bluth’s Banana Stands” already exists, won’t work.
  5. Punctuation and Symbols. This point covers hyphens, commas, slashes, periods, and other punctuation marks. The addition or subtraction of any of these does not constitute a different name. As such, “MIB,” “M.I.B.,” or “M-I-B,” would not be considered different names by Florida law. Likewise, “Cupcake Time!” and “Cupcake Time,” would also be indistinguishable.
  6. Alphanumeric. Florida law does not allow businesses to swap a numerical number (whether cardinal or ordinal) for its written counterpart to create distinguishability. This means “Three Blind Mice, LLC” and “3 Blind Mice Company” are indistinguishable, as are “Second Chance Antiques, Inc.” and “2nd Chance Antiques, Co.”

Previously, abbreviations of a single base word were also not considered distinguishable. This restriction was removed in the revised statutes that went into effect on January 1, 2020.  Now, various abbreviations of “Florida,” (e.g. FL, Fl., Fla.) in “Florida Delivery Services, Inc.,” will be acceptable and distinguishable.

In addition to these six basic points, though, you should always keep in mind that there are trademark and trade name issues to navigate. Breaching a trademark or trade name can be very costly to your business. Not only will it stall your business, but the attorneys’ fees and court costs you may face fighting the infringement suit could be in the tens of thousands of dollars! This is where having an experienced business attorney advise you during the formation of your business (before you make a $100,000 mistake) can avoid trouble.

Even if a name will technically pass muster as “distinguishable,” there are other factors to consider in your choice of names. You may also want to avoid names that are deceptively similar to other names. You may attract the wrong type of customers, consumers may frown on the derivative nature of the name, or you may have trouble acquiring additional business resources like URLs, email domains, and social media accounts.

¿En Español?

One final point of particular importance to Florida businesses concerns business names in Spanish. The regulations governing these names are somewhat fuzzy.

First, unless an exception is provided by the department of corporations, all business filings must be made in English. However, that doesn’t mean that all business names must be in English. Still, there are downstream consequences to consider.

In item 2 of what is and isn’t distinguishable we saw that, in English, the presence or absence of the definite article (the) or indefinite article (a/an) is an insufficient distinction for a business name. Florida doesn’t, however, have strict rules governing such naming practices in Spanish. So, you may, in fact, find businesses with the names “Los Tres Amigos” and “Tres Amigos.”

Precisely because the rules in these cases aren’t fully spelled out, you should consult with a qualified business attorney to ensure that the formation paperwork for your LLC or corporation is correct and you don’t open yourself to any future legal liabilities.

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Here at Alexander Abramson, we focus exclusively on business-related legal matters. Our attorneys have advised business owners and entrepreneurs on corporate governance issues, shareholders and operating agreements, and business formation for decades. 

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