How to Change Your Florida Corporation Name

To change a Florida corporation name, you get board and shareholder approval and then file Articles of Amendment with the Florida Division of Corporations. The state filing fee is $35. That part is quick.

What takes longer is everything after it: the IRS, your bank, licenses, contracts and every place your old name appears. Plan on the state filing taking days and the full changeover taking a couple of months.

Will Florida accept the new name?

Check this before anyone votes on anything. A new name has to meet Florida’s corporate naming rules:

• It needs a corporate designator: “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Company” or “Co.”
• It must be “distinguishable on the records” from entities already registered with the Division of Corporations. It doesn’t have to be completely unique, but it has to be different enough to avoid confusion.
• Some words need special approval or licensing, including “bank,” “trust,” “insurance,” “university” and “attorney.” Using them without authorization gets the filing rejected.
• It can’t be misleading. The name can’t suggest activities your corporation isn’t authorized to conduct, or imply a government affiliation unless that’s authorized.
• Stick to letters, numbers and standard punctuation. Special characters can cause problems in official records and databases.

How to check availability

Start with the free name search on the Division of Corporations website. Search the exact name and close variations.

The state database only shows registered entities, though. Businesses can have rights to a name just by using it, so search online, in local directories and on social media for anyone already operating under something similar. Then search federal trademarks in the U.S. Patent and Trademark Office database at uspto.gov. It’s not a legal requirement, but check whether the matching .com domain is available too.

If you’re not ready to file but want to hold the name, you can reserve it for 120 days by filing an Application for Name Reservation and paying a $35 fee.

Our advice: if the new name is going to carry your brand, pay for a professional trademark clearance search before you commit. Finding a conflict after you’ve changed signs, cards and the website is the expensive way to learn.

Is a DBA enough instead?

Before you change your legal name, ask whether a DBA (fictitious name) would do the job. A DBA lets your corporation do business under a different name while its legal name stays the same.

It’s faster and cheaper, typically $50 for state registration, and you don’t have to amend your articles or update official records. You register it with the Division of Corporations online at Sunbiz.org, publish notice in a local newspaper, and renew every five years.

The limit is that contracts, licenses, tax filings and legal documents still use your official corporate name. A DBA makes sense for testing a new brand, running separate divisions, or marketing to different audiences. If you want the new name to be the company’s identity everywhere, change the legal name.

How do you change a Florida corporation name?

1. Get board approval

The board of directors passes a resolution approving the change. It should name the current name, the new name, and authorize filing Articles of Amendment. Hold a properly noticed meeting, in person or virtual, and adopt the resolution by the vote your bylaws require, typically a simple majority. Record it in the minutes.

2. Get shareholder approval

Florida law generally requires shareholder approval for an amendment that changes the corporate name. Check your articles and bylaws for the voting threshold, which is typically a majority of outstanding shares. Give notice of the meeting as your bylaws require (usually 10-60 days ahead) and list the name change on the agenda.

Keep copies of every resolution, the minutes and the vote count in your corporate record book. Banks will ask for them.

3. File Articles of Amendment

Download the Articles of Amendment form from the Division of Corporations website. It asks for your document number, current name and the amendment itself (the new name). It must also state that the amendment was approved under Florida law, including the date of shareholder approval if applicable. Add an email address so the Division can send confirmation.

The fee is $35 for corporations, however you file:

• Online at Sunbiz.org, the fastest option. You’ll need a credit card.
• By mail to Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314.
• In person at the Division of Corporations office in Tallahassee during business hours.

We’d file online. It’s the fastest route, and Florida doesn’t currently offer expedited processing for Articles of Amendment.

4. Wait for processing

Online filings are typically processed immediately or within a few hours during business hours, and you get an email confirmation with the filed document. Mail filings currently take about 5-10 business days and can run longer during peak periods. In-person filings in Tallahassee are generally processed the same day, depending on the wait.

The name change is effective when the Division files your document, not when you mail it. Once processed, the Division file-stamps your Articles of Amendment and provides a certified copy, which serves as your official Certificate of Amendment.

What do you have to update with the IRS?

Your EIN stays the same after a name change. The IRS just needs its records to show the new name, and it needs to know quickly, because a mismatch between your legal name and IRS records can cause problems with tax filings and payments.

Notify the IRS as soon as the change is effective and include a copy of your Certificate of Amendment or Articles of Amendment. Form 8822-B is for address and responsible-party changes, so it isn’t the form for a name change on its own. A corporation usually reports a name change by checking the name change box on its next tax return, or by sending the IRS a signed letter if the return isn’t due soon. After that, use the new name on every return, quarterly employment tax filing and IRS communication.

Who else needs to know?

Your bank and payment providers

Most banks want a certified copy of the Articles of Amendment, your current articles of incorporation and the board resolution. Call your business banker first to get their list, since some require new signature cards or account agreements.

Update every account: checking, savings, credit cards, merchant services, lines of credit and loans. Order new checks and cards. Tell your payment processors so card payments keep flowing. If you have loans secured by business assets, review the agreements, because some lenders require modifications or new documents.

Government agencies and licensing offices

• Florida Department of Revenue: if you collect sales tax or pay reemployment tax, update your business name with the Department by filing form DR-1 (Florida Business Tax Application).
• Professional licensing boards: if the corporation holds a contractor, real estate, health care or other professional license, notify the board and request updated licenses.
• County and city: update your local business tax receipts with the county tax collector and the city licensing office.
• E-Verify: if you use it, update your company information in the system.
• Other states: if the corporation is registered to do business elsewhere, file amendments in each state.
• SAM: federal contractors need to update their System for Award Management registration.

Contracts and insurance

Notify your landlord and ask for a lease amendment, since some leases require consent. Update vendor, supplier and customer contracts, and every insurance policy, including general liability, professional liability, property, workers’ compensation and business auto. Update loan and financing documents too. For contracts that can’t easily be amended, an assignment agreement can transfer the rights and obligations to the new name.

Once the change is official, stop signing anything in the old name. Mixing the two creates legal ambiguity you don’t need.

Everything customers see

Update your website, social media, Google Business Profile, online directories and email signatures. Register domains that match the new name and redirect the old ones so you keep your traffic and search rankings. Replace business cards, letterhead, envelopes, signage, brochures, invoice templates and billing statements, phasing out printed stock if you have a lot of it. If you use a corporate seal, order a new one. For a significant rebrand, prepare a short announcement for customers, suppliers and employees explaining the change.

Should you trademark the new name?

If you’re changing the name for branding, consider it. Federal registration gives nationwide protection, a legal presumption of ownership and the right to use the ® symbol, which is much stronger than registering a corporate name with Florida.

You apply through the USPTO’s online system. The process typically takes 8-12 months and costs $250-$350 per class of goods or services. If your old name was trademarked, the new name needs its own application, and you’ll need to decide whether to keep, abandon or let the old mark lapse. Trademark rights are kept by actually using the mark in commerce.

What does it cost and how long does it take?

All in, expect roughly $35 to $500 or more, depending on what you add.

The mistakes that cost the most time

Getting approvals before checking the name. If the name turns out to be unavailable, you redo the votes. Search first.

Skipping the shareholder vote. Without proper approval, the amendment can be invalid.

Waiting to tell the IRS. Delays can lead to rejected returns and payment problems.

Forgetting other states. Every state where you’re registered needs its own amendment.

Missing an account. One overlooked card or payment processor can mean failed payments and messy books.

The order that works best: name search and trademark check, then the votes, then the Sunbiz filing, then the IRS and your bank in the same week. Everything else can follow over the next few weeks. If the change involves trademark questions, large contracts or operations in several states, bring in a Florida business attorney before you file.