Practical · 4 min

Registering an LLC does not give you a trademark

The Secretary of State checked one thing, in one state, for one purpose. It was not whether you can safely use the name.

General information about U.S. trademark law, not legal advice about your situation. LaunchTime IP is software, not a law firm.

This is one of the most expensive misunderstandings in small business branding, and it is easy to see how it happens. The state told you the name was available and took your filing fee. The name was available, but only for the narrow thing the state checks.

What the state actually checked

When you form an entity, the filing office compares your proposed name against other entity names on its own register, in that state. The test is administrative distinguishability, so that two companies do not end up indistinguishable on the same list. That is the whole of it.

The filing office does not search the federal trademark register. It does not look at businesses in the other 49 states. It does not ask whether anyone has been selling under that name for a decade. Approval means your paperwork is not confusable with other paperwork in that state. It is not a finding that the name is yours.

What actually creates trademark rights

Two things, and neither is a formation document:

Neither of those happened when you filed articles of organization.

The sequence that goes wrong

It is remarkably consistent. Form the LLC because the name is available. Buy the domain, also available. Build the site, print the packaging, run ads for two years. Then a letter arrives from a company with a registration that predates everything, and the question becomes what a rebrand costs after you have built equity in the name.

The two checks that were skipped are the cheap ones. State approval and an available domain feel like clearance because both came back green, and neither was looking at trademarks at all. A domain registration in particular is a contract for an address; it tells you only that nobody else has that exact string.

Four registers, four different questions

Part of the confusion is that a founder signs up to several things that all feel like "claiming the name", and each answers a different question.

Only the last one is about branding. The first three can all come back clear on a name the fourth would refuse, and none of them looks for the unregistered business already trading under it in another state.

If the LLC is already formed

This is the common position, and it is recoverable. The order to work in:

The useful reframe

Stop thinking of the entity name as the asset. Customers rarely transact with it. What needs protecting is the name they use to choose you: the product name, the brand on the label, the word they type into a search box. Plenty of businesses run Ridgeline Holdings LLC and register the brand it trades as, which is usually the right way round.

So before the formation filing, or immediately after, run the check the state did not: search the federal register for your brand, including sound-alikes and near-spellings, against goods related to yours. See how to check whether a name is already trademarked, and the three questions that sit behind whether you can use it at all.

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