Guide to Starting and Operating a Small Business | 2018 Guide to Starting and Operating a Small Business - Page 22

3 Registering a Business Name and Ways to Legally Structure a Business Selecting and Registering a Business Name In general, an individual is always entitled to use their personal name for their business. If you choose a name that is not your personal name, you must choose a name that is not already being used by another business. It is important to do a search for the name on the internet to determine that the name is not already in use and/or Registered. Check names/registrations at: US Patent and Trademark Office www.uspto.gov; and the Michigan Corporations Name Availability Search at: https://cofs.lara.state.mi.us/corpweb/CorpSearch/CorpSearch.aspx If your name is an integral part of your business or you plan to invest significant money in marketing materials you should consult with an attorney with expertise in intellectual property law prior to choosing and registering your name. For more information on protecting your business name, see “Patents, Trade, Service Marks and Copyrights” beginning on page 27. In Michigan, a business name is registered at the time the business legal entity is formed. See “Choosing and Filing a Legal Structure for Your Business” which follows below. Important considerations in selecting and registering your business name and entity: • A sole proprietorship or partnership using the name(s) of the owner(s) is not required to do anything to register their business name. If the sole proprietorship or partnership is assuming a different name they must file a “DBA” (doing business as…) certificate with county clerk of the county in which the business islocated. • A corporation registers its name when filing its Articles of Incorporation; an LLC registers its name when filing its Articles of Organization. Either one is filed with the Corporations Division of the Department of Licensing and Regulatory Affairs (www.michigan.gov/corporations). As noted above, it is recommended that you conduct a state entity search prior to filing your paperwork: www.michigan.gov/entitysearch • It is important to note that just because the State of Michigan allows you to register your businessname, it does not mean you have absolute rights and ownership of that name. Therefore, if you have any questions or concerns about choosing a name for your business you should consult an attorney. • Also, a corporation or LLC may choose to operate the business under a name different than the LLC or corporation, or it may choose to operate multiple businesses through the one business. For corporations or LLC’s filed at the state, this form of “DBA” (“doing business as”) is not the same as one filed with the county. The corporation or LLC must file a Certificate of Assumed Name for each name used by the business, which can be done through the Corporations Division of LARA, website: www.michigan.gov/corporations Choosing and Filing a Legal Structure for Your Business Choosing the legal structure (aka legal entity) for your business is an important decision. In Michigan, filing for your legal entity is not a license to do business: see “Licenses, Permits and Other Regulations” beginning on page 26. Choices for legal entity, in general, are sole proprietorship, partnership, corporation or LLC. Which structure you choose will depend on the type of business you run and your relationship with investors, partners and other key members of your team. The major factors to consider in choosing legal entity include: • The potential risks and liabilities to which you will be exposed in running your business • Income taxes & investment needs 20