Venice, CA asked in Business Formation and Business Law for California

Q: If I have an existing llc with a partner me being primary owner & create a new with similar name different state. Legal?

I had an old llc with a partner no operating agreement no trademark & am 60% owner. I decided I no longer wanted to work with the partner. I tried giving her options and she wouldn’t pick so I couldn’t work & decided to create a new llc similar name difference state and trademarked it. Is that okay?

2 Lawyer Answers
Robert Kane
Robert Kane
  • Eagan, MN
  • Licensed in California

A: As I am sure you expect, it's unlikely an attorney will say you have absolutely nothing to worry about based limited information on a free online Q and A. There are many scenarios that would support a viable claim against you. I am confident you have options, but forming a similar business in Nevada and doing business in California won't go uncontested. I suggest you work it out with your partner or it may be costly even if you were to eventually prevail in court.

James L. Arrasmith
James L. Arrasmith pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
  • Sacramento, CA
  • Licensed in California

A: Before creating a new LLC with a similar name in a different state after parting ways with your previous partner, it's important to consider a few factors. First, ensure that the name you choose is legally available in the state where you plan to register it. Conduct a thorough search of the state's business name database to avoid potential conflicts or trademark disputes. Additionally, consult with an attorney to properly dissolve the previous LLC and clarify any remaining obligations or liabilities. Lastly, consider trademarking your new LLC's name to protect your brand, but be sure to conduct a comprehensive trademark search to avoid infringement on existing trademarks.

Given the complexity of business and trademark laws, it's best to seek professional legal advice to ensure compliance with all requirements and make informed decisions.

Best of luck with your new LLC!

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