Written by attorneys · grounded in primary & secondary sources — see below
A required component of a limited liability company's name that signals the entity's limited-liability status to third parties and satisfies statutory formation requirements.
Sources & Authorities· 8 primary sources
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Model Codes
How it applies
Common Examples
6
Name Compliance for New LLC
Lola Langley filed a certificate of organization for her tutoring service under the name CampusConnect. The filing office rejected the certificate because the name contained none of the required indicators of limited liability status. Langley resubmitted the certificate after changing the name to CampusConnect Limited Company.
LLC Name Distinguishability Check
Luke Latham sought to form an LLC providing logistics services and proposed the name Lunar Dynamics. The secretary of state rejected the filing because an existing LLC already used a nearly identical name without the required limited-liability indicator. Latham amended the filing to Lunar Dynamics Limited Company to satisfy the distinguishability rule.
Liberty Trust, an existing corporation, sought to change its name to reflect a shift in business focus. The board approved an amendment substituting the word limited for the prior abbreviation in the corporate name. The amendment became effective upon filing with the secretary of state.
Forum Selection and Entity Name
Leah Lamb formed a limited company to operate a cruise booking service and included a forum-selection clause in customer contracts. When a dispute arose, the court enforced the clause after confirming that the entity's name satisfied the limited-liability designation requirement under applicable state law.
Choice of Law and Name Validity
Luis Lopez created a limited company to produce educational films and later faced a damages claim in federal court. The court applied state law to determine whether the entity's name complied with limited-liability requirements before assessing the amount of damages recoverable.
Class Action and Entity Designation
Lucia Lopez organized a limited company to market petroleum products and became a defendant in a nationwide class action. The court examined the entity's name to confirm limited-liability status before deciding whether absent class members could be bound by the judgment.
Common questions
Frequently Asked
3
What must appear in an LLC name to satisfy formation statutes?+
The name must contain the phrase limited liability company or limited company or the abbreviation L.L.C., LLC, L.C., or LC. The statute uses mandatory language that filing-office acceptance cannot override.
Supporting sources
Does a corporate name amendment allow substitution of limited for an existing abbreviation?+
Yes. The statute expressly authorizes an amendment that substitutes the word limited or the abbreviation ltd. for a similar word or abbreviation already in the name.
Supporting sources
May words indicating entity type be disregarded when checking name distinguishability?+
Yes. Abbreviations such as limited, ltd., limited liability company, and LLC are disregarded when determining whether one name is distinguishable from another on the secretary of state's records.
Supporting sources
438 U.S. 104, 98 S.Ct. 2646, 57 L.Ed.2d 631 (1978)Property
…lease and sublease agreement with appellant UGP Properties, Inc. (UGP), a wholly owned subsidiary of Union General Properties, Ltd., a United Kingdom corporation. Under the terms of the agreement, UGP was to construct a multistory office building above the Terminal. UGP promised to pay Penn Central $1 million annually…