Myself and several friends are planning on starting a for profit worker-owned cooperative business that will provide landscaping services in Washington state.
Washington is one of a few states in the US that have created business structures specifically for worker cooperatives (see RCW 23.86), as opposed to having co-ops form as partnerships, LLCs, or corporations as in most states. However, we would like to start our co-op as an LLC to simplify our taxes and bookkeeping, reduce our startup fees, and to have more flexibility as far as our management structure.
Unfortunately, WA cooperative law prohibits people from using the word "cooperative" unless they form as a cooperative association under RCW 23.86. The regulations for naming LLCs (in RCW 23.95.305) state:
(5)(a) The name of a limited liability company:
(i) Must contain the words "limited liability company," the words "limited liability" and abbreviation "Co.," or the abbreviation "L.L.C." or "LLC"; and
(ii) May not contain any of the following words or phrases: "Cooperative," "partnership," "corporation," "incorporated," or the abbreviations "Corp.," "Ltd.," or "Inc.," or "LP," "L.P.," "LLP," "L.L.P.," "LLLP," "L.L.L.P," or any words or phrases prohibited by any statute of this state.
The word "cooperative" is specifically prohibited for LLC names. So obviously if we form as an LLC, then we cannot use the name "XXXX Landscaping Cooperative, LLC". But I was wondering about the legality of calling ourselves "XXXX Landscaping Co-op, LLC", since the word "co-op" is not specified in the list of prohibited words or abbreviations?
Obviously, this would be a sort of "loophole" since the law is designed to force all cooperatives into the structure dictated by the state in RCW 23.86, and forbid other businesses from calling themselves cooperatives. But I was wondering if legally, since the word "co-op" is not explicitly prohibited, are we entitled to use that name?
If we do have a legal basis for it, how would we approach this matter with the WA Secretary of State's office if they are resistant to the idea?
Thanks for your advice!