Business Name Rules & Availability

Since July 1, 2015, the name availability standard for business name registration in Vermont is "distinguishable in the records."

This means that to be accepted for filing by the Secretary of State, a business name must be sufficiently distinctive from any other registered business name so it does not cause confusion in an absolute or linguistic sense.

Business Status and Name Availability

Only business registrations with the status of Active, Terminated, Expiration Pending, Registered, Reserved, or Hold retain sole rights to their business name. Only these are considered when checking the distinguishably of a business name according to the rules below.

Business registrations on record with a status of Inactive Expired, Dissolved, Withdrawn, Canceled, Merged, or Converted no longer retain the rights to their business names. These are not considered when checking the distinguishably of a business name.

Distinguishable in the Records

In accordance with C.V.R. 04‐020‐001, Rule 3(a)(1), the following rules will be used to determine whether a proposed business name is distinguishable in the records of the Secretary of State:

1. Business names that contains the same key words or numerals, but in a different order.
   Examples:
• “Gray Theater, LLP” and “Theater Gray, LLP”
• "802 Bank" and "Bank 802"
2. Business names whose difference consists of the addition, omission or substitution of a key word or numeral, including:
1. Business names that contain one or more additional words or numerals.
   Examples:
• “241 Main Street, LLC” and “241 Main, LLC”
• "241 Main Street, LLC" and "Main Street, LLC"
• "241 Main, LLC" and "241 Main of Montpelier, LLC"
• "Main Street, LLC" and "Smith's Main Street, LLC"
2. Business names whose difference consists of one or more words or numerals that are different.
   Examples:
• “241 Main Street, LLC” and “242 Main Street, LLC”
• “241 Main Street, LLC” and “241 Main Avenue, LLC”
• “Theater Gray, LP” and “Theater Black, LP”
3. Business names whose difference consists of key words with the same or similar meaning, but are different words.
   Examples:
• “Theater Red, LC”, “Theater Rouge, LC” and “Theater Rojo, LC”
• “Dog Training, Ltd." and "K9 Training, Ltd."
• “Newton Construction, Inc.” and “Newton Builders, Inc."
• “The Bicycle Shop” and “The Bike Shop”
4. Business names whose difference consists of key words that are homophones, i.e. words that sound the same, but have differing meanings and different spellings.
   Examples:
   • “241 Main Street, PLC” and “Two for One Main Street, PLC”

Not Distinguishable in the Records

In accordance with C.V.R. 04‐020‐001, Rule 3(a)(2), business names that may otherwise be distinguishable in the records under Rule 3(a)(1), will NOT be considered distinguishable whose difference(s) only consist(s) of:

1. the addition, omission or substitution of:
1. punctuation marks, special characters or spacing;
   Examples:
• “A B C Corp.”, “ABC Corp.”, “A.B.C. Corp.” and “A-B-C Corp.”
• “Good Time Rest Home, FLLC” and "Goodtime Rest Home FLLC”
  Exception: The addition, omission or substitution of punctuation marks, special characters or spaces that changes the meaning of a word or phrase in the business name to a non-corresponding meaning: “Got Ham PA” and “Gotham, PA”
2. articles, prepositions, or conjunctions; or the special character for such words, including a, an, and, at, by, for, in, plus, the, to, with, &, @, and +;
   Examples:
• "The Painted Pony", “A Painted Pony" and “Painted Pony”
• “D and D”, “D & D” and “D + D”
• "Produce Plus” and “Produce +”
• “Charlie’s at Main” and “Charlie’s @ Main”
  Exceptions: the difference is between two proper names: "Claire's" and "LeClaire's"
3. of prefixes or suffixes; or
   Examples:
• "Fine Line Inc." and "Fine Lines Inc.”
• "Employee Services" and "Employees' Services"
• "Swim RLLP", "Swims RLLP", "Swimmer RLLP" and "Swimming RLLP"
  Exceptions:
• such prefix or suffix results in words without corresponding meanings.
• such prefix or suffix constitutes the difference between two proper names.
4. business type identifiers or their abbreviations;
   Example: "ABC MBE", "ABC Co.", "ABC SC" and “ABC”
5. internet domain suffixes;
   Example: “abc.com”, “abc.org” and “abc.net”
2. the substitution of:
1. abbreviations, contractions, or alternate spellings;
   Examples:
• “Vermont Catamounts” and “VT Catamounts”
• “Green Mountain Organics” and “Green Mtn. Organics”
• "Smith's Bed and Breakfast" and "Smith's B & B"
• "Bubba's Barbeque", "Bubba's Barbecue" and "Bubba's BBQ"
• "Joe's Ammunition" "Joe's Ammo"
• "Introduction Services" and "Intro Services"
• "Do Not Pass Go, Inc." and "Don't Pass Go, Inc."
• "Will Not Stand, LLC" and "Won't Stand, LLC"
• “Gray Theater” and “Grey Theatre”
• “Night Wing” and “Nite Wing”
• “Extreme Paints” and “Xtreme Paints”
• “Canine Training” and “K9 Training”
2. homographs, i.e. words that are spelled the same, but have different meanings (regardless of pronunciation);
   Examples:
• down: in a lower position and down: soft, furry feathers
• coach: comfortably equipped bus and coach: an athletic instructor
• does: female deer (plural) and does: third person singular present of do
• bass: a deep voice or tone and bass: a kind of fish
3. arabic numerals for roman numerals or word form of such numbers or any combination thereof;
   Example: "241 Main”, “Two Four One Main”, “Two Forty One Main”, “Two Hundred Forty One Main” “CCXLI Main”
3. words that are only different in tense; or
   Example: "Swim RLLP" and "Swam RLLP"
4. the addition or omission of the following:
   a. the word “Vermont” or any abbreviation thereof;
   b. the phrase “Green Mountains” or any abbreviation thereof

General Content Restrictions

In addition to the conditions set forth above, a Business Name will NOT be approved if it includes vulgar language. According to C.V.R. 04‐020‐001, Rule 3(d), such language includes:

1. Discriminatory Language: Words or phrases that, in context, the average person, applying contemporary community standards, would find to denigrate, defame, or infer a lower comparative status of; or to depict or describe in terms patently offensive; persons or groups based on race, color, religion, ancestry, national origin, sex, sexual orientation, gender identity, place of birth, age, or disability.

2. Indecent Language: Words or phrases that, in context, the average person, applying contemporary community standards, would find to depict, describe in terms patently offensive, or such words or phases that imply such terms, sexual or excretory organs, or the activities or products thereof.

3. Obscene Language: Words or phrases that, in context, the average person, applying contemporary community standards, would find to appeal to the prurient interest; or depict, describe in terms patently offensive or threatening, or such words or phrases that imply such terms, regarding sexual conduct.

Assumed Business Name Specific Content Restrictions

Under 11 V.S.A. §§ 1621(c) and 1623(b), an assumed business name will NOT be approved if it includes deceptive language. Accord to C.V.R. 004‐020‐001, Rule 3(b), such language includes:

1. the use of business entity identifiers;
   examples include Company, Co., Limited, Ltd., etc.
2. the use words or phrases that, in context, may indicate governmental affiliation;
3. a name merely consisting of a proper name of an individual that is designated as a registrant of the assumed name;
4. a name merely consisting of the proper name of an individual that appears in the records of the Secretary of State as a partner, member, shareholder, manager, officer or director of a business entity that is designated as party to the assumed name; or
5. except in a case where only a single registrant is listed, a name merely consisting of the proper name, without business entity identifier, of a business entity named as registrant to the assumed name.