How to Name a Business Defendant in Small Claims Court - dummies

How to Name a Business Defendant in Small Claims Court

By Judge Philip Straniere

It is important that you name a defendant correctly in a small claims case. If you know you’re looking for a corporation or other business that might have several names, you need to dig in the right areas to find the proper entity to sue.

It should be obvious that not naming the proper entity can waste your time and your money, and if you took your time in bringing the suit, it can also result in having the statute of limitations expire on your claim, permanently barring any potential relief for you.

Start with the secretary of state

Because a corporation has to be formed in accordance with a state statute, all corporations are registered with a state agency. Generally, the secretary of state registers all businesses in a state. Don’t confuse this state office with the Secretary of State of the United States, who could not care less about the names of local corporations.

The following types of businesses are registered with the secretary of state:

  • For-profit corporation: The most common business entity.

    A corporation generally has one of these words in its name: corporation (Corp.), incorporated (Inc.), limited (Ltd.), or company (Co.). So identifying a corporation is easy, right? Not necessarily. For instance, in New York the word “company” indicates a partnership and not a corporation.

  • Not-for-profit or nonprofit corporation: The purpose of a nonprofit is to use any money it makes to continue to work to achieve the organization’s goals, which are charitable in nature. However, just because a business is a not-for-profit corporation doesn’t mean that it doesn’t have any assets or that it can’t make money. You generally can sue nonprofit organizations although some states do restrict this right.

  • Other corporations: Professional corporations (PC), limited liability partnerships (LLP), limited liability companies (LLC), professional limited liability companies (PLLC), and all relatively newly recognized legal entities designed to limit the liability of their members, but having nothing to do with your right to sue them.

Many states allow you online access to business filings with the secretary of state. This information is generally available either for free or for a small fee. This makes it easy for you to verify the correct name of the business.

If the information is not available online, you may have to hire someone to conduct a name search for you so you have the correct party to sue. You can find companies who do this work online or speak to a lawyer who handles corporate work.

Check with the county clerk

In order to research the status of a “doing business as” entity, you generally have to check with the county clerk or at the county seat. Some states may have a central registration for businesses operating under a so-called “assumed” name (d/b/a), but mostly this registration is considered a local activity.

If a business is required to be registered and is not, it may be prohibited from bringing any litigation in any court. This can be an important defense a defendant can raise against a plaintiff who didn’t properly register her business.