How to Create a Second Company with the Same Name

By Justin Damiani Monday, December 14, 2020

identical buildingsWhen conducting business activities, sometimes clients decide that they need to form another Delaware company as a different entity type. Perhaps you want to form the new Delaware entity with a similar name, or the exact name of the company you have already formed in Delaware.

Say you have an active Delaware Limited Liability Company named Sports Apparel LLC, and would like to form a new Delaware Corporation. You can form the new corporation with the same basic name, such as Sports Apparel Inc., as long as you submit a consent form along with your filing of the new Certificate of Incorporation.

What Does a Consent Form Do?

For an already existing Delaware company, the consent form gives permission to the new entity to register the new company with the same name (only the corporate ending would be different). If you are forming a new Delaware company with even a slightly different name than an entity already formed, generally, a consent form is not required for the filing.

If you do need a consent form for your new Delaware entity, note that it must be entered onto company letterhead, and it must include the name and address of the company consenting along with a signature of an Authorized Officer or an Authorized Person, depending on the entity type. As well, the form must state that the existing company consents to the use of its name by the new company. It’s important that the consenting company’s name and address are legible on the consent form.

If you submit your filing through Harvard Business Services, once the formation documents are approved by the Delaware Secretary of State, we will email the approved documents to you, including the consent form.

For example, if you have an existing corporation named Financial Services, Inc. and you wish to form a new Delaware LLC as Financial Services, LLC, the consent form can be submitted to the Delaware Secretary of State along with the Certificate of Formation for the new entity. If you have a company called Marketing Media LLC and would like to form a new Delaware Limited Partnership with the entity name Marketing Media LP, the same process applies.

Sample language to be used on Delaware Consent Form

For a Corporation consenting to a new LLC using its name:

Pursuant to 6 Del. C. §18-102(3) [your existing company] hereby consents to the registration with the Secretary of State of the State of Delaware of [your new company], a limited liability company to be formed under the laws of the State of Delaware, and the use of the name [your new company] by said limited liability company.

For an LLC consenting to a new corporation using its name:

Pursuant to 8 Del. C. §102(a) (1) [your existing company] hereby consents to the registration with the Secretary of State of the State of Delaware of [your new company, a corporation to be formed under the laws of the State of Delaware, and the use of the name [your new company by said corporation.

For a Corporation or LLC consenting to a new Limited Partnership (LP) using its name:

Pursuant to 6 Del. C. §17-102 (3) [your existing company] hereby consents to the registration with the Secretary of State of the State of Delaware of [your new company], a limited partnership to be formed under the laws of the State of Delaware, and the use of the name [your new company] by said limited partnership.

If you have any questions, need assistance with forming a new Delaware company, or if you need help forming a company that will require a Consent Form, I will be happy to assist.  Feel free to contact me via email at justin@delawareinc.com or I can be reached directly at 1-800-345-2677 or 1-302-645-7400 ext. 6144.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

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