Registering Your Business Name
by
Bethany K. Laurence, J.D.
You may need to register your business name with the local, state, or federal government -- especially if it's considered fictitious.
The name of your business is one of its most important assets. Once you've done the hard work of choosing your name and making sure that it's available for your use, you'll want to protect it in every way you can. This means following local and state laws that govern when you must register a fictitious (or assumed) business name. It also means filing for trademark protection at the state and federal level, if appropriate.
Registering the Name of a Corporation, LLC, or Limited Partnership
If your business is organized as a corporation, LLC, or limited partnership, in most states you automatically register your business name when you file your articles of incorporation, articles of organization, or statement of limited partnership with your state filing office. This ensures that no other corporation, LLC, or limited partnership in your state will be able to use the same name.
However, even though your official business name is automatically registered, if you plan to sell products or services under a different name, you must file an assumed name certificate or fictitious name statement. This is also required if you want to use your LLC name without the suffix "Limited Liability Company" or "LLC." For instance, a limited liability company formally organized as "XYZ Games, LLC" that plans to do business as "Games & More" or "XYZ Games" will have to file an assumed name certificate or fictitious name statement.
In most states, an LLC files an assumed name certificate or fictitious name statement with the Secretary of State or Department of Corporations. However, in some states, such as Massachusetts, an LLC needs to file a "doing business as" (d/b/a) certificate with its city clerk.
To see where your LLC must file an assumed name certificate or fictitious name statement in your state, see Business Name Registration on the U.S. Small Business Administration's website at www.business.gov.
Registering a Fictitious Business Name
Any business that doesn't use its legal name (the official name of the person or entity that owns the business) as part of its business name must comply with fictitious or assumed business name requirements. This means registering the name with a government agency -- sometimes the state, but usually your county clerk's office.
| Examples of Fictitious Business Names |
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Jason Desmond names his sole proprietorship "Perini Mountain Appellations." He must register the name "Perini Mountain Appellations" as a fictitious business name because it doesn't contain his last name, "Desmond."
Three partners named Gibbons, Armstrong, and Anderson are trying to decide whether to call their partnership "South Bay Accounting" or "Gibbons & Armstrong." Either way, they will have to file a fictitious name statement because the name won't contain the last names of all three owners.
The owners of Northern Colusa County Auto Mechanics' Ltd. Liability Co. decide to operate a repair shop under the name "Grease Monkeys." The name "Grease Monkeys" is a fictitious business name, and the LLC must register it.
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