How to Change a Corporation’s Name

Step 1: Get Internal Approval First

Before any state filing, the board of directors typically approves the name change by resolution, and most state corporation statutes also require shareholders to approve an amendment that changes the corporate name, often by majority vote at a meeting or through written consent. Document this approval in your minutes or a standalone resolution, since the state filing itself usually asks you to certify that the required internal approval took place.

Step 2: Check That the New Name Is Available and Compliant

Before filing, search your state's business entity database to confirm the new name isn't already in use by another registered business, and check that it still includes whatever corporate indicator your state requires, such as “Incorporated,” “Corporation,” “Limited,” or an abbreviation like “Inc.” or “Corp.” Many states also offer an optional name reservation for a small additional fee, holding the name for a set period while you prepare the amendment filing.

Step 3: File a Certificate or Articles of Amendment

The actual name change becomes legally effective once you file a certificate of amendment, or in some states articles of amendment, with the state's filing agency, along with the required fee. Fees vary significantly by state: California charges $30 for a certificate of amendment, New York charges $60 for a certificate of amendment for a domestic business corporation, and Delaware charges a minimum of $214 for an amendment, which can increase depending on the corporation's authorized stock, according to each state's own fee schedule. Processing time ranges from same-day online filing in some states to several business days by mail in others.

Step 4: Update the IRS

A corporation keeps the same EIN after a name change; the name change doesn't require applying for a new one. Per IRS guidance, how you notify the IRS of the new name depends on your filing situation: many corporations simply use the new name the next time they file a tax return, while others write to the IRS service center where they file, enclosing a copy of the approved amendment. Confirm the current method on the IRS's own guidance for your entity type before relying on an outdated instruction.

Step 5: Update Everyone Else Who Has the Old Name on File

Once the state has processed the amendment and the IRS has the updated name, work through the other places the old name appears: your bank, which will typically require a certified copy of the amendment before updating account records and reissuing checks or cards; your registered agent, so service of process and compliance notices reflect the correct name; state and local business licenses and permits, which often require their own separate update filing; vendor and client contracts, insurance policies, and your business bank loans or lines of credit; and your domain name, signage, and any trademark registrations tied to the old name.

Step 6: Update Your State Registrations in Other States

If your corporation is registered as a foreign corporation in other states, each of those states also needs to be notified of the name change, typically through its own amended certificate of authority or similar filing, separate from the amendment filed in your home state. Skipping this step means your corporation's name is inconsistent across states, which can create confusion during a later transaction, loan, or compliance check.

How Long the Whole Process Typically Takes

The state filing itself is often the fastest step, sometimes processed same-day online, but updating your bank, licenses, contracts, and other registrations can take weeks depending on how many of them need to be tracked down and updated individually. Starting the downstream updates as soon as the state approves the amendment, rather than waiting until every update is convenient, keeps your records from drifting out of sync for too long.

A Name Change Doesn't Erase the Corporation's History

Contracts, licenses, and legal proceedings entered into under the old name generally remain valid and enforceable after a name change; the corporation is the same legal entity, just operating under a new name going forward. There's typically no need to re-execute existing contracts solely because the name changed, though it's good practice to note the name change in any ongoing matter where the old name might otherwise cause confusion.

Consider a DBA Instead If the Change Is Only for Marketing

If you want to operate under a new brand name without changing the corporation's legal name, a DBA, or fictitious business name filing, may be a faster and cheaper option than a full legal name change, since it doesn't require amending your articles of incorporation. A full legal name change makes more sense when you want the new name to appear as the actual corporate name on contracts, licenses, and the state's own records.

Trademark Considerations Are Separate From the Corporate Filing

Changing your corporate name with the state doesn't give you trademark rights in that name, and it doesn't clear a trademark conflict if another business already has rights to a similar name in your industry. Check the USPTO's trademark database before committing to a new name you plan to use as a brand, separate from checking the state's business name database.

This Is Not Legal Advice

The exact approval process, required shareholder vote, and filing details for a name change depend on your state's specific corporation statute and your corporation's own bylaws. Talk to a business attorney if your name change involves a shareholder dispute, a trademark conflict, or significant outstanding contracts referencing the old name.

Foreign Qualifications Need Their Own Update

If your corporation is registered as a foreign corporation in other states, don't assume your home state's amendment automatically updates those records. Each state where you're qualified typically requires its own amended certificate of authority or similar filing reflecting the new name, on its own timeline and for its own fee, separate from the home-state amendment.