Delaware Business Name Search
Even with the help of business services through the Secretary of State (Divison of Corporations, State of Delaware in Delaware), registering a business has financial consequences. Always discuss business setup with a business attorney.
How to search Delaware business names
A new business owner must search entity names before trying to register a new business, as Delaware does not allow a new business to use a name that is already in use. If a business owner does not do the proper due diligence on the business name, the Division of Corporations, State of Delaware, will deny the application.
To check an entity name availability:
Step 1: Navigate to the Division of Corporations, State of Delaware’s search tool.
Step 2: Read the Disclaimer. Tick the box that states, “I have read and understand the disclaimer.”
Step 3: Choose the entity type in the “Entity Kind” drop-down menu. The prospective business owner must search for each entity type separately.
Step 4: Choose an entity ending from the “Entity Ending” drop-down menu. The prospective business owner must search for each entity ending type separately.
Step 5: Enter the business name. This search criteria field is not case-sensitive.
Step 6: Enter the CAPTCHA code.
Step 7: Click the ‘Search’ button. You must repeat steps 1 through 7 for each search type.
Step 8: The system does not display any business names – it just tells the prospective business owner that a name is not available if the name is not available. If the name is available, the system takes you to a new screen that tells you the name is available and asks if you want to reserve the name. Click ‘Yes’ if you wish to reserve the name.
Step 9: The system takes you back to the search page. Look at the bottom – the business name should be listed. Click the ‘Payment’ link in the text below the “Remove” button. ** Registering a name is not a requirement. A business owner can skip Steps 9 and 10 if he does not wish to register a name.
Step 10: Login or create a new account to reserve the business name.
Delaware does not have an online search for trademarks. A business owner can, however, download the forms to file a trademark or a trade name. Trademarks registered in Delaware are only covered in Delaware – someone in another state could still use the name.
If a business owner wishes to determine whether a business name or logo has been trademarked at the federal level, search the United States Patent and Trademark Office.
Before a business registers its name, the business owner should take additional steps to ensure that the name is available for domain and social media use. While the domain name and social media accounts or pages do not have to have the same name as the business, it is better for marketing purposes. If another person or entity is already using the name, a prospective business owner can choose another name to register at the state level or use a different name that describes the business for the domain name and social media accounts.
Check if the domain name is available
Even if a business owner does not plan on selling her products or services online, having an online presence is good for marketing. While it is ultimately best to have a domain name the same as the business name, that does not always happen.
Domain registries prevent businesses and individuals from registering a domain name that is already in use. Still, they do not prevent someone from using a domain name that is the same as an entity name registered with any Secretary of State’s (SoS) office or Division of Corporations.
If a domain name is not available
- Choose a new business name.
- Create a domain name that is similar to the used domain name.
- Create a domain name that is a description of the company.
- If a business owner decides to use a similar domain name, it should be too close to the unavailable name that it confuses customers.
Check if the social media name is available
As with domain names, anyone on social media can use a name registered with the state. Someone might have a business with the same name in another state. If the name is unavailable on social media, a business owner has the same choices she has when dealing with an unavailable domain name.
However, even if the business name is not available, but an alternative name is, the business owner should attempt to create a name that is the same as the domain name.
How to register a Delaware business entity
Delaware hasn’t quite caught up with most other states when it comes to going digital. To register a new entity:
Step 1: Download the appropriate forms to create a new entity. If you have questions about which entity is best, seek counsel from a business attorney.
Step 2: Complete the documents.
Step 3: Navigate to the Document Upload Service and click the “Click Here” link.
Step 4: After being redirected to the next page, click “Document Upload.”
Business owners that need to file amendments must also follow the same steps.
Naming considerations for Delaware business entities
Each entity type must use certain words that denote the entity type to the public. The different entities have different levels of protection and are taxed differently by the Internal Revenue Service. For example, a sole proprietorship is a pass-through entity, which means the business owner pays taxes on her personal tax return.
The sole proprietorship does not have corporate protection. Plaintiffs and creditors sue the business owner directly instead of suing the business. On the other hand, a corporation protects the business owner’s personal assets from lawsuits and creditors.
Sole proprietorships and partnerships
Sole proprietorships and general partnerships must use the business owner’s full name and the partners’ surnames for the name (respectively); thus, they do not have to register with the Division of Corporations. However, if they wish to use a ‘doing business as’ or DBA name, they must register the DBA name with the county where they will conduct business.
Limited Liability Companies (LLCs)
A Delaware limited liability company name must contain one of the following:
- Limited liability company.
The LLC may also contain one of the following:
- Public benefit.
The name can also include abbreviations of these words with or without punctuation.
A limited partnership must include one of the following in its name:
- Limited partnership.
A Delaware corporation name must include one of the following:
The corporation may also use abbreviations of these words with or without punctuation. Nonprofit corporations follow the same naming conventions.
How are business licenses obtained in Delaware?
Delaware does not have one business license issued by the state. Instead, check the list of industries to determine whether a business needs a license. Secondly, counties and cities could require a license at the local level. Click on the county and city where the business is located to look up whether the business needs additional licenses and permits.
How long does a Delaware name reservation last?
A name reservation is not mandatory. Should a business owner decide to reserve a business name, it is a $75 filing fee. The Division of Corporations will hold the name for 120 days.
Do all businesses have to file annual reports?
No. Limited partnerships, general partnerships, and limited liability companies do not have to file annual reports. However, they must pay an annual tax of $300 on or before June 1 of every year.
Does my business have to have a registered agent?
Yes. All businesses must have a registered agent. The registered agent accepts service of process and other legal documents. It also accepts documents from state agencies, including the Division of Corporations. Once an agent receives documents, it must forward them to business owners in a timely manner.
Does my business have to have a Federal Employer Identification Number?
If a business does not have employees, it does not need a Federal Employer Identification Number (FEIN). However, all businesses should obtain a FEIN as some banks and creditors will require it to open accounts, even if the business does not have employees.
How does a business find out if a creditor filed a lien against it or the business’s property?
Delaware uses third-party businesses to conduct UCC searches. Contact one of the third parties listed by the Division of Corporations to learn if anyone filed a lien against the business or its property.