Choosing a Business Structure
Choosing a business structure for your small business is one of the most important decisions you will make.
The factors you should consider when choosing a business structure will depend on your needs and wants for personal liability protection, tax liabilities, and paperwork to keep the company in compliance.
This guide covers how to register a business name for the following business structures in Delaware: sole proprietorships, general partnerships, limited liability companies (LLCs), and corporations.
Recommended: We typically recommend forming an LLC to most entrepreneurs because this structure comes with personal asset protection, has no double taxation, and is pretty easy to maintain.
Steps to Register a Business Name in Delaware:
Registering a business name in Delaware depends on the type of business structure you already have or want to form. Sole proprietorships and partnerships are simpler than LLCs and corporations, but all of these business types have specific rules to follow in Delaware. They will have different filing requirements, naming rules, and processes to register or change names.
These are the steps to register a business name in Delaware:
- Make sure your business name is unique
- Determine your business structure’s naming needs
- Address additional naming requirements
This guide assumes you have a name in mind for your business.
If you don’t have a business name in mind or find that another business already took the one you had in mind, check out our How to Name a Business guide to learn what makes a good name.
You also can use our Business Name Generator to get some help brainstorming your business’ new name.
Step 1: Make Sure Your Business Name Is Unique
The first step in registering a business name is to make sure it's unique, meaning that it’s not trademarked and no one else in your state formed a company with it, reserved it, or has control of it online as a domain name or on social media platforms. You can do this by conducting the following searches:
Federal Trademark Search
First, a quick search of the Trademark Electronic Search System on the United States Patent and Trademark Office (USPTO) website will tell you if someone else already trademarked your desired business name. This means that someone registered the business name with the federal government.
To do this search:
- Go to the USPTO.
- Click the Trademarks link in the menu.
- Then click the Search trademarks option.
- On this page, click the Search our trademark database (TESS) button.
- Choose the Basic Word Mark Search, which is enough to find name availability.
- Enter the name you want to use.
Once you have the list of results, check to see if it includes any live trademarks using that name — or something close to it — as well as what the use of that trademark is in the Goods and Services section of the search results.
To learn more about trademarks and the steps you must take to get one, read our How to Trademark Your Business Name article.
Delaware Business Entity Search
Next, search the state of Delaware's business entity search tool. This is an important step in the process because your filing will be denied if you try to file for a name already in use.
Search requirements can vary depending on your business needs. For example, a unique and available name is required to:
- File for formal business structures like LLCs and corporations.
- Reserve a name for an LLC or corporation before filing.
- File a doing business as (DBA) name for any business structure.
A state-level name search isn’t required for informal business structures like sole proprietorships or general partnerships in Delaware. But, if you decide to register a trade name or DBA name, you’ll need to search the database to see if your desired name is unique and available.
Domain Name Search
We strongly recommend that you also check to see if your business name is available as a web domain (URL). Even if you don't plan to create a business website today, you may want to buy the web address to prevent others from acquiring that domain name. It’s a free search.
Web and Social Media Search
Finally, when doing your research, it’s a good idea to check what else comes up when you search for your prospective business name online on sites like Google, Bing, Yahoo, Yelp, Twitter, Facebook, Instagram, and more.
Doing this will show you who else with a similar business name appears on these platforms, if they have a large online presence, and how tough they may be to compete with while you build your brand.
It’s also smart to see if anyone else in your industry already has a similar name to the one you want to use. You can do this by looking up some search terms related to your industry and brand. You may decide on a different business name to make yourself stand out.
Recommended: If you find out that the social media accounts for your brand are available, register them as quickly as possible. It’s free and stops others from acquiring them before you have a chance to form your business.
Step 2: Determine Your Business Structure’s Naming Needs
Now that you’ve found a unique name for your business, you’ll need to register it to start doing business. This guide covers the naming needs of informal business structures, including sole proprietorships and general partnerships, as well as two of the most common formal business structures: LLCs and corporations.
Sole Proprietorships and General Partnerships
A sole proprietorship only has one owner. It’s an informal business structure that doesn’t provide personal asset protection or require you to file formation documents with the state.
A general partnership has two or more owners. You must file formation documents with the state of Delaware for this type of business using a Statement of Partnership Authority.
By default, sole proprietorships operate as the same name as the owner while general partnerships must include the surnames of all the partners.
To use a different name to conduct business, the business owner(s) must file for a Delaware trade name — also commonly referred to as a doing business as (DBA) name.
Limited Liability Companies (LLCs) and Corporations
Registering a legal business name is part of both the LLC and corporation filing processes. Once you file to form your LLC or C corporation (C corp) with the state, that process also registers your business name.
A C corp is a separate legal entity from its owners with a basic operational structure consisting of shareholders, officers, directors, and employees. A C corp business structure also protects your personal assets.
Both LLCs and corporations require unique names in Delaware that must follow certain naming requirements:
File a Trade Name
Filing a trade name in Delaware, also commonly known as a DBA name, allows your existing or new business to conduct business using a name other than its legal business name. This can be helpful as you establish a brand name or if you want to change the name of a business without having to file an amendment to the original formation document.
All business structures covered in this article may file a DBA name, but LLC and corporation filing is different than filing for sole proprietorships and general partnerships.
A name reservation isn’t required to open a new company or file for a DBA name in Delaware.
Filing a Delaware name reservation can, however, prove beneficial like if you find a unique name for your business, but don’t want to form your LLC or corporation right away.
You can file for a Delaware name reservation and any number of extensions by mailing a Name Reservation Request along with the $75 filing fee to the Delaware Division of Corporations.
Once filed, your business name will be reserved in Delaware for 60 days. You can renew the name reservation once it expires, but not for consecutive, 60-day periods.
How to Change the Name of a Delaware Business
Changing the name of a business in Delaware can be done in two ways: by filing for a trade name or by submitting an amendment to the legal name of an existing business.
The first method, filing for a trade name (also known as a DBA name), is the easiest way to operate your business using a different name without needing to change its legal name.
A DBA name is the only way for sole proprietorships and general partnerships to have a different business name. It’s also the easiest method for LLCs and corporations to follow because it allows them to avoid filing an amendment or complicating their business operations while enabling them to operate with brand names that don’t include the necessary LLC or Inc. suffix required in a legal name.
If you want to change the legal name of your LLC or corporation, however, filing an amendment to the legal name of an existing business is your best option. Here are links to forms for both options:
Both must be mailed along with the appropriate filing fee: $194 for corporations and $200 for LLCs.
Step 3: Address Additional State and Federal Business Name Registration Requirements
After you form a new company, you’ll need to register your business — and its name — in a few more ways so you can pay taxes, conduct business, hire employees, and protect your business from others trying to use its name.
Get an Employer Identification Number (EIN)
After forming a business, you’ll need to get an EIN for a number of reasons. These include paying taxes for your business, opening a bank account, obtaining credit cards, hiring employees, and more.
Many business activities just aren’t possible without an EIN.
Get the Right Business Licenses and Permits
To operate your business in Delaware you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
The requirements for business licenses and permits vary by state. Make sure you read carefully. In some cases, you may need to take classes in order to obtain a specific business license.
Fees for business licenses and permits also vary, depending on the sort of license or permit you want to obtain.
Find out how to obtain necessary Delaware business licenses and permits for your business or have a professional service do it for you.
Protect Your Business Name With a Trademark (Optional)
Once you confirm the availability of your business name and secure it, you can choose to apply for a trademark for your business. This typically costs around $225 to $400 plus any attorney fees as well as a renewal fee every 10 years.
While this cost can be high for a start-up or fledgling business, it will give your company nationwide protection backed by federal law. That means if others try to do business with the same — or a similar — name as yours, you’ll have legal precedent on your side.
Frequently Asked Questions
How do I get a business license in Delaware?
You can apply for a Delaware business license online or by mail.
Do I need to file a DBA in Delaware?
While you aren’t required to have a trade name or 'doing business as' name in Delaware, a few circumstances may prompt you to file for one. These might include opening a franchise, providing a product or service that doesn’t fit within your business’ legal name, or operating your business across state lines without wanting to secure your business name in each state.
How much does it cost to start a business in Delaware?
Filing your Certificate of Formation with the Delaware Secretary of State costs $90.
How do I know if my business name is taken?
Using the Delaware business entity search, you can easily check the availability of your chosen business name.