From time to time our church and faith-based organization clients have inquired about changing the name of their organization for various reasons. We usually get brought in to address the legal requirements of that decision. Those are great opportunities for us to drive the process and make sure everything is addressed appropriately. Sometimes, however, we aren’t brought in by our clients until they have already changed their name, rebranded, spent a lot of time, energy and money. They subsequently receive a letter on law firm letterhead telling them to “cease and desist” from using their new name because it allegedly infringes upon the rights of the lawyer’s client or creates undue confusion. This is less than ideal and creates practical headaches as well as actual legal liability. As we’ve started to see this fact pattern repeatedly, we have put together a bullet-point style checklist below for faith-based organizations to think through in connection with a possible name change.
- Clearance Work. This is likely the first and most important step. An experienced intellectual property lawyer should spend some time doing some digging to see if a party exists that might have rights in and to the new name or something confusingly similar. If you skip this step and the new name infringes upon a third party’s rights, you may have to rebrand and start over, and/or pay damages (neither ideal and can be quite costly from an actual dollars and momentum perspective). So, a bit of diligence here at the beginning is very prudent.
- Procure a Federal Trademark. Once a name has been cleared and chosen, it is advisable to procure a federal trademark to provide nationwide protection in the name going forward. You should absolutely involve experienced IP counsel with this (Michael Best is glad to assist).
- Secretary of State. Your organization will likely need to amend its Articles of Incorporation with the Secretary of State where the organization was incorporated. If the organization has locations in additional states, your organization will likely need to amend various certificates of authority in those other states.
- Corporate Governance Approvals. Like any other decision, your organization will need to ensure that the proper corporate governance approvals are procured for the name change. With many of our faith-based organization clients, that may include the approval of the congregation/members and/or the relevant elder board, deacon board, advisory board, board of directors, etc.
- Update Corporate Governance Documents. Update the organization’s name in its bylaws, constitution (if any), etc.
- IRS Notice. Your organization will likely need to notify the IRS of the name change and request an affirmation letter. This is related to your 501c3 exemption (as applicable), as well as your Federal Employer Identification Number (FEIN). A church or other faith-based organization operating under a group tax exemption should notify the central organization of the name change.
- Notices/Consents. There may be notices and/or consents required to/from your organization’s denominational authority, lender(s), landlord(s), and/or other key vendors (payroll, etc.).
- Local Real Estate Tax Office. You should notify the county tax assessor regarding the organization’s new name. Generally speaking, real estate used by a church or religious non-profit should be exempt from real estate taxes. See related article HERE.
- Donors. Donors should be notified of the name change and your organization should be working with your bank to ensure deposits can be made under both the old and new name for some period of time.
- Contracts. Start using the new name in all contracts going forward.
Please don’t hesitate to reach out to Michael Best if we can assist you with any of these issues.