A rose may smell as sweet if you call it something else but try serving your defendant via the New York Secretary of State, the Department of Revenue, or some other statutory or registered agent and you’ll soon learn that a business name is a rather precise and exacting thing. Get the name wrong, even a comma wrong, and you’ll find your rose rejected. And what could be sadder than a rejected rose?
If you’re going to sue any business, large or small, it really is important to get the legal name right, and exact, and to make sure it corresponds to the business entity you actually want. And if you do this all before you file you court documents I guarantee that you’ll be a happier litigator. Some effort up front could save you from having to prepare and file amended documents.
What should you look for?
Well, just as with people, a proper identification is the first and most important point. Just as it is that many different people can share the same name, many different businesses, no matter how they’re structured or where they operate, can also share the same name, although generally not within the same jurisdiction and certainly not when it comes to the business’s legal name. But remember, most private corporations and similar business entities are filed in and domiciled in (or “born” for those of you who think corporations are people) one or more states. As a general rule, though, private corporations have only one “home state” and they file for authority to do business in other states where that’s required. Still in all, you can and do see the exact same legal business names on file in different states. ABC Corporation can be a domestic Nevada corporation just as it can be a domestic Delaware corporation. Which one is the one you want? And do the names ABC Corporation and ABC Corp. refer to the same business entity? Perhaps. And perhaps not.
Corporation? LLC? LP?
Unless your business entity is an unincorporated business, it’s going to have some indicator of its legal structure in its name. For instance, in New York State corporations must use “Corporation,” “Incorporated” or “Limited” (or their abbreviations) in the legal business name. And no, they are not interchangeable. The business name that you sue has to match the legal business name for the business that you actually want.
Ahh, the plot thickens. Businesses can operate without showing their legal name. Corporations, and similarly allowed legal business entities, can file an assumed name certificate to operate under just about any name. And that can cause some difficulties as you seek to identify your subject. In New York, the assumed names that corporations operate under are not searchable by the public on the Department of State’s website. But once found, and verified, you’ll need to name the business entity under its full name, such as “ABC Corporation trading as ABC Gadgets.” Remember, only legal business entities get an Employer Identification Number from the IRS. The business’s operating (assumed) name is just that, a name.
Get It Right!
Whether your subject is a domestic entity, a foreign entity, or even an alien entity, identifying your adversary by its full and correct legal name, and by its proper domicile, is essential. We’re here to help with this research. Contact us at your convenience.