Compliant disclosure - LLC operating under a different name than the legal

[Axel King]

Hi,

We have a Wyoming LLC for ecommerce and one physical shop in Wyoming. Now we want to kickstart an additional operating segment that relates to our main operation, but we want to run it under a different name. It will deal with sales online, no physical locations. I know that we could create a new LLC for that or file for a DBA. Assuming we don't want to do that, we could run the new operation under a new name but would have to disclose the legal name as well. My question is: Is disclosure in one of the legal policies, like the "Terms of Service," enough, or should it appear in bold and glowing red near the non-legal name we plan to operate under? (I am referring to the company's website).

Thank you a lot in advance!
Axel

 

[quincy]

Hi,

We have a Wyoming LLC for ecommerce and one physical shop in Wyoming. Now we want to kickstart an additional operating segment that relates to our main operation, but we want to run it under a different name. It will deal with sales online, no physical locations. I know that we could create a new LLC for that or file for a DBA. Assuming we don't want to do that, we could run the new operation under a new name but would have to disclose the legal name as well. My question is: Is disclosure in one of the legal policies, like the "Terms of Service," enough, or should it appear in bold and glowing red near the non-legal name we plan to operate under? (I am referring to the company's website).

Thank you a lot in advance!
Axel

I am not sure I understand your question. Why don’t you want a d/b/a or to create a new LLC?

 

[Taxing Matters]

Hi,

We have a Wyoming LLC for ecommerce and one physical shop in Wyoming. Now we want to kickstart an additional operating segment that relates to our main operation, but we want to run it under a different name. It will deal with sales online, no physical locations. I know that we could create a new LLC for that or file for a DBA. Assuming we don't want to do that, we could run the new operation under a new name but would have to disclose the legal name as well. My question is: Is disclosure in one of the legal policies, like the "Terms of Service," enough, or should it appear in bold and glowing red near the non-legal name we plan to operate under? (I am referring to the company's website).

Thank you a lot in advance!
Axel

Filing for the trade name — "doing business as" (DBA) or "trading as" (T/A) — with the state is typically the better option. Wyoming law does allow for trade names by common law, which means that you don't need to register it with the state to have a trade but you do need to use the name in commerce (which is also the basic requirement for a trademark). You do get more protection, particularly against others who may try using a similar name, if you register the trade name with the state and your trademark with the U.S. Patent and Trademark Offic (USPTO).

However, if you want to just establish it by common law (use of the name in commerce) you'll have to sufficiently put others who deal with the business on notice that they are dealing with a LLC. Consult with a business lawyer in Wyoming about have level of disclosure is required to make that effective. Simply burying the LLC name somewhere the TOS may not be sufficient. States vary as to what level of disclosure is needed, and you need to know what Wyoming courts will consider sufficient to provide you the limited liability protection of the LLC.

 

[quincy]

You potentially can operate a new business as a sole proprietorship or as a partnership, with your real name used as the legal name for the business - but I am not seeing much advantage to that.

Here is a link to the United States Patent and Trademark Office (lUSPTO) “search trademarks” page, where you can check to make sure that the name you choose for your new business does not infringe on anyone else’s registered trademark rights:
https://tmsearch.uspto.gov/search/search-information

It is important to note that trademarks do not have to be federally registered to gain trademark rights, so any search you do on existing trademarks must not be confined to those registered with the USPTO.

 

[Axel King]

Hi,

Much appreciate the advice.
We will probably end up filing for a DBA, after a chat with a lawyer.

Cheers!

 

[quincy]

Hi,

Much appreciate the advice.
We will probably end up filing for a DBA, after a chat with a lawyer.

Cheers!

I am glad you were able to chat with an attorney. The d/b/a seems a solid choice.

Thanks for the update.