Delaware: what the statute asks of your name
Delaware is where a large share of US companies are formed, including many whose founders have never been there. Its name rules are short, specific and set out in the statute itself. They are worth reading in the original, because founders often expect them to do things they do not.
A Delaware corporation's name must contain one of twelve listed words or an abbreviation of one. An LLC's name must contain “Limited Liability Company”, “L.L.C.” or “LLC”. Both must be distinguishable on the Division of Corporations' records from existing and reserved names. Neither may use “bank” unless the entity is a supervised bank. A name can be reserved for 120 days, and the Division's published fee is $75.
Corporations: the designator list
Under 8 Del. C. § 102(a)(1), a corporation's name must contain one of these words, or an abbreviation of one, with or without punctuation:
| association | company | corporation | club |
| foundation | fund | incorporated | institute |
| society | union | syndicate | limited |
The statute lets the Division waive the requirement in narrow cases. One is a corporation that files a certificate stating it has total assets of at least $10,000,000. Another, at the Division's discretion, is a nonprofit nonstock corporation that is an association of professionals. Even then, there is no waiver if the name is, or might appear to be, the name of a natural person. In practice, a startup should assume it needs a designator.
Note that “club”, “foundation”, “institute” and “society” are on the list. In Delaware they satisfy the designator requirement. In other jurisdictions the same words can be restricted. In the UK, for example, “Institute” and “Foundation” are sensitive words. If you plan to operate abroad, choose the designator with that in mind.
LLCs
For a limited liability company, 6 Del. C. § 18-102 requires the words “Limited Liability Company”, the abbreviation “L.L.C.” or the designation “LLC”. The name may also contain the name of a member or manager, and words such as “Company”, “Trust” or “Foundation” as the statute allows.
The distinguishability test
Both statutes require the name to be such as to distinguish it upon the records of the Division. The comparison covers every Delaware corporation, partnership, limited partnership, LLC, registered series and statutory trust on the record, plus foreign entities registered in Delaware, plus names currently reserved.
This is a records test, not a confusion test. The Division asks whether the new name can be told apart from existing records. It does not ask whether a customer would mix the two businesses up, and it does not look at trademarks at all. A name that passes can still infringe a federal trademark. A name that fails tells you only that something close is already on the Delaware record.
Two routes past an existing name
- Consent. The holder of the existing or reserved name can give written consent, executed and filed with the Secretary of State.
- Waiver for prior use. The Division may waive the requirement if the corporation shows that it or a predecessor has made substantial previous use of the name or a substantially similar one, that it has made reasonable efforts to get consent, and that a waiver is in the interest of the State. This route is meant for established businesses, not new ones.
Restricted words
Section 102(a)(1) bars the word “bank”, or any variation of it, from a corporation's name, except for banks reporting to and supervised by the State Bank Commissioner and certain related entities. The LLC statute contains a similar restriction. The corporation statute also restricts “trust”, except as permitted under the provisions for trust companies. Names suggesting a regulated activity can also attract scrutiny under other laws, and the Division can query a name when it reviews the filing.
Reserving a name
| Item | Rule |
|---|---|
| Who may reserve | Anyone intending to form the entity, an existing entity planning a name change, or a foreign entity planning to register in Delaware |
| Period | 120 days, exclusive to the applicant |
| Renewal | The same applicant may renew for further 120-day periods by applying before expiry |
| Transfer and cancellation | Both possible by filing a notice |
| Fee | $75 per reservation, per the Division's published page |
A reservation is useful when you need a little time between choosing the name and filing the certificate. It does not reserve anything outside Delaware. It does not reserve the domain, and it does not stop anyone filing a trademark application. If you can file the certificate straight away, the reservation is rarely worth paying for.
Delaware company, business somewhere else
Most Delaware companies operate in another state, and to do so they must register there as a foreign entity. The name then has to pass that state's own availability test. If it fails, the company usually has to adopt an assumed or fictitious name for use in that state. Before forming in Delaware, search the entity register of the state where you will actually operate as well. How state name rules work covers the general system.
Questions
Can I check availability before reserving?
The Division of Corporations runs a free online entity search. Its results reflect the register, but the Division decides availability when it reviews the actual filing or reservation application. Treat the search as a strong indication, not a guarantee.
Does a Delaware name protect the brand nationally?
No. It is an entry on one state's company register. Protecting the brand is a matter of trademark law: use, and registration with the USPTO. See rights without registration and searching the registers.
Can I use “Inc.” for an LLC?
No. “Inc.” abbreviates “incorporated”, a corporate designator. An LLC must use one of the LLC designators in § 18-102. Mixing them misdescribes the entity and will be rejected.
Related
- US state name rulesThe system Delaware sits in
- All company-name jurisdictionsTen registries compared
Published 2026-10-18 and checked against Title 8, Chapter 1 and Title 6, Chapter 18 of the Delaware Code as published by the State, and the Division of Corporations' name-reservation page. Fees can change. Confirm with the Division before filing. Not legal advice.