If you want to start a Texas LLC or corporation (also referred to as “registering your business”), you'll need to file a “Certificate of Formation Limited Liability Company” for a Limited Liability Company or a “Certificate of Formation For-Profit Corporation” for a corporation. Those documents are filed with the Texas Secretary of State.
Before you file, you must choose a name for your LLC or corporation. This name will be the official legal name of your company.
It’s a good idea to check if your desired business name is available before submitting your formation documents.
Texas has rules on what you can name your LLC or corporation
Choosing a business name is an important decision. Your business name is often the first impression you make on prospects, customers, investors, partners, and employees.
If you choose a business name only to discover that it’s already in use when you try to register your business with the Texas Secretary of State, it can be frustrating and time-consuming.
As with other states, Texas has rules on what you can name an LLC or corporation.
In Texas, the name of an LLC or corporation must be distinguishable from the names of domestic and foreign filing entities that appear in the records of the Texas Secretary of State. Filing entities include corporations, LLCs, limited partnerships, and limited liability partnerships. The name must also be distinguishable from names that have been reserved or registered with the Secretary of State, fictitious names of foreign companies, and the names of registered series of Texas series LLCs.
Entity names are distinguishable and available if they are sufficiently different from an existing name and meet one or more of the following criteria:
- At least one different word: For example, “Matthew’s Property Services” is distinguishable from “Matthews Property Development”. However, “Haven Community” would be considered the same as “The Haven Community”.
- The same keywords, but in a different order: For example, “Cyber One” is distinguishable from “One Cyber”.
- The keywords/contractions of keywords derive from the same word: For example, “New Age Products” is distinguishable from “New Age Productions”.
- The keywords are the same but in a different language: For example, “Tejas Irrigation Services” is distinguishable from “Texas Irrigation Services.” However, “El Paso” would be considered the same as “Paso” or “The Paso”.
- The key words sound the same, but at least one word has a different meaning or connotation: For example, “Knight Plumbing” is distinguishable from “Night Plumbing”. However, “Express Plumbing” would be considered the same as “Xpress Plumbing”.
- The key words are similar except for changes in prepositions that sufficiently distinguish the names: For example, “Designs for Living” is distinguishable from “Designs by People”. However, “Path to Success” would be considered the same as “Path Toward Success”.
When checking whether a name is available, the Texas Secretary of State only considers names of companies already registered in Texas and in its records.
If you violate this rule or other naming rules, your LLC or corporation's Certificate of Formation may be rejected by the Texas Secretary of State’s office.
Trademark considerations for Texas business names
When selecting a name for your Texas business, name availability is just one consideration. You should also determine whether the name is trademarked. Filing a formation document with the Secretary of State to create a corporation or other entity only prevents the Secretary of State from accepting another filing with a name that is indistinguishable from yours—they do not check your proposed name against trademark registrations.
So, it’s important to familiarize yourself with federal and Texas state trademark laws. These protect businesses from using similar names, logos, or other marks that could cause customer confusion.
The consequences of trademark infringement are serious and include:
- Receiving a cease-and-desist letter from the trademark owner.
- Being subject to a civil lawsuit by the trademark owner without warning.
- Held liable for the trademark owner’s financial losses and any profits you have made using their trademarked name.
- Potential criminal charges, including counterfeiting charges.
About trademarking your Texas business name
While conducting a trademark search is recommended, registering your business name as a trademark isn’t required. However, if you use your business name to distinguish your products or services, it may function as a trademark. You can establish trademark rights through use alone, even without registering with the U.S. Patent and Trademark Office (USPTO).
That said, federal trademark registration offers stronger legal protection, including enhanced rights if another individual or business infringes on your mark.
In addition, Texas offers state-level trademark registration. This registration lets others in Texas know that you own the trademark for your goods or services in Texas commerce. However, registering your trademark with the Secretary of State does not guarantee that someone else doesn’t already have a stronger right to use that name in business.
When the Secretary of State reviews an application to register a trademark, they only look at their own database of registered Texas marks and the ones registered with the USPTO. They do not check state or county assumed name records, nor do they review the legal names of corporations or other entities.
They also do not search phone books, the internet, or any other common law uses of trademarks in commerce. It is the applicant's responsibility to conduct a thorough search to avoid infringing on someone else's trademark (more on this below). Private companies can provide a detailed search for a fee.
How to find out if a business name is taken
There's no one place to check for conflicting business names for your Texas LLC or corporation. Use different search methods to ensure you cover all bases.
1. Check the internet
Look up the name you are thinking about using on a search engine. This will help you determine whether others are using a similar name for comparable products or services. Additionally, check the availability of the website domain you're interested in by simply entering the name into the search bar and pressing enter. You can also use the ICANN WHOIS Lookup tool for this purpose. ICANN oversees all domain names.
2. Search the Texas Comptroller Business Entity Database
Companies that do business in Texas are generally required to register with the Texas Comptroller's office. You can search for existing business names using the Franchise Tax Account Status search page.
