To change an LLC name in NY, you file a Certificate of Amendment with the Department of State’s Division of Corporations and pay a $60 fee.1Department of State. Certificate of Amendment for Domestic Limited Liability Companies The filing itself is short. The work that follows, updating the IRS, state tax accounts, licenses, trademarks, banks, and contracts, is where most owners spend real time.
Before filing anything, decide whether you actually need a full legal name change. New York lets an LLC file a Certificate of Assumed Name for $25 and do business under a different name while keeping the original legal name on the books.2Department of State. Certificate of Assumed Name for Domestic and Foreign Limited Liability Companies That is often the right tool for a rebrand of a product line, a division, or a storefront when you want contracts, tax records, and bank accounts to keep referencing the original entity. A full legal change makes more sense when the old name no longer represents the business, when new members have joined, or when the current name causes confusion with another entity.
Check That Your New Name Is Available
Two rules govern the new name. It has to include “Limited Liability Company,” “L.L.C.,” or “LLC.”3New York State Senate. New York LLC Law 204 – Limited Liability Company Name And it has to be distinguishable from every domestic LLC, authorized foreign LLC, corporation, and limited partnership already on file with the Department of State. The Division of Corporations is required by statute to reject a name that fails the distinguishability test.4Department of State. FAQs: Corporations and Business Entities
You can run a preliminary check in the Corporation and Business Entity Database on the Department of State’s website, but the database is built for status inquiries, not final availability decisions. A name that looks free there can still be rejected as too similar to an existing one. If you want a definitive answer before filing, submit a written name-availability inquiry to the Department of State.
Not ready to file the amendment yet? You can hold the name for 60 days with an Application for Reservation of Name and a $20 fee.5Department of State. Application for Reservation of Name for Domestic and Foreign Limited Liability Companies
Get Member Approval
Section 211 of the New York LLC Law requires the members to authorize an amendment to the articles of organization, and a name change is an amendment.6New York State Senate. New York LLC Law Section 211 Look at your operating agreement first, since it usually spells out whether approval takes a majority vote at a meeting or written consent from each member. If the agreement is silent, default state law fills the gap.
Either way, put the approval in writing. A short resolution noting the vote, the date, and the exact new name is enough. File it in your permanent company records. If anyone later questions whether the change was properly authorized, that document is your proof.
File the Certificate of Amendment
The Department of State publishes a Certificate of Amendment form for domestic LLCs, and a streamlined version specifically for name-change-only amendments.7Department of State. Certificate of Amendment (Name Change Only) for Domestic Limited Liability Companies If the name is the only thing you’re changing, use the shorter form.
The form asks for a few specific things:
- The current LLC name, written exactly as it appears in the Department of State’s records, including the punctuation and abbreviation style (“LLC” versus “L.L.C.”) from the original Articles of Organization.
- The original filing date of your Articles of Organization, which anchors the amendment to the correct entity record.
- The new name, with the required “LLC” or “Limited Liability Company” designation.
- A signature from at least one member, manager, or other authorized person of the LLC, as required by Section 207 of the LLC Law.8New York State Senate. New York LLC Law Section 207 – Execution of Articles or Certificates
Submit the completed form to the Division of Corporations in Albany, either by mail or through the Department of State’s online filing system.
Fee and Processing Time
The filing fee is $60 and is non-refundable whether the amendment is accepted or not.1Department of State. Certificate of Amendment for Domestic Limited Liability Companies Payment can be made by check or money order payable to the Department of State, or by Visa, MasterCard, or American Express.
Standard processing runs several weeks depending on the Department’s workload. If you need it faster, three expedited tiers are available for an additional fee:9Department of State. Fee Schedules
- 24-hour processing: $25
- Same-day processing: $75
- Two-hour processing: $150
Once the filing is accepted, the Department issues a filing acknowledgment. Keep it in your permanent company records. It is your official proof of the effective date, and banks and other institutions will typically ask for a copy before updating their own records.
You Do Not Have to Republish
New York’s initial LLC publication requirement is expensive, and a common worry is whether a name change triggers it again. It does not. Section 206 of the LLC Law states that once the initial six-week publication is complete, no further publication is required when any of the published information later changes, including the name.10New York State Senate. New York LLC Law Section 206 – Affidavits of Publication If you never completed the original publication, you still owe that; the amendment just doesn’t add a new one.
Update the IRS
The Department of State will not tell the IRS about your name change. How you notify the IRS depends on how your LLC is taxed.11Internal Revenue Service. Business Name Change
- Multi-member LLC taxed as a partnership: check the name change box on Form 1065, page 1, line G, box 3, on your current-year return. If you’ve already filed for the year, send a written notice signed by a partner to the IRS address where you filed.
- LLC taxed as a corporation: check the name change box on Form 1120 (page 1, line E, box 3) or Form 1120-S (page 1, line H, box 2). If the return is already filed, send written notice signed by a corporate officer.
- Single-member LLC: write to the IRS at the address where you file your return. The notice must be signed by the owner or an authorized representative.
You do not need a new Employer Identification Number for a name change. The IRS issues a new EIN only when the entity’s ownership or structure changes fundamentally, such as terminating the LLC and forming a corporation in its place.12Internal Revenue Service. When to Get a New EIN
Update New York Tax Records
If your LLC holds a Certificate of Authority for sales tax purposes, you have 20 days from the name change to amend it.13Department of Taxation and Finance. Amending or Surrendering a Certificate of Authority Missing that window can cause processing delays on sales tax returns. Once the amendment is processed, the Department of Taxation and Finance issues an updated Certificate of Authority in the new name.
Update any other state tax accounts that carry your LLC’s name as well. The Department of Taxation and Finance provides an online tool for updating business account information, including legal name, DBA, and officer details. Aligning these records promptly keeps returns and refunds from getting flagged for mismatches.
Update Trademarks, Licenses, Banks, and Contracts
If the LLC owns federal trademarks or has pending applications, record the name change through the USPTO’s Assignment Center.14United States Patent and Trademark Office. Trademark Assignments: Transferring Ownership or Changing Your Name Online recordings typically process in less than a week; paper filings take around 20 days. There’s a fee to record the change, and if the mark has already been published or registered, you’ll also need to file a Section 7 Request, with an additional fee, to update the USPTO’s database.
Contact every professional licensing board and regulatory agency that issued a permit or certification under the old name. Most industries require the name on the license to match the name on file with the state, and lagging on these updates can lead to suspended operating authority or administrative penalties. Each board has its own forms and timelines, so start early and track what you’ve submitted.
Then work through the practical infrastructure: bank accounts, insurance policies, registered agent information, vendor and client contracts, and any local business licenses or permits. Existing contracts don’t become void because of the name change, but signing new agreements under a name that doesn’t match your state record invites confusion. Banks will generally want a copy of the filing acknowledgment from the Department of State before they’ll update the account name.