DBA is the acronym for “doing business as.” Completing a DBA filing is necessary if you plan to operate your business under a name other than your personal name or the legal name of a business entity (such as a corporation or limited liability company) filed with the Secretary of State with its organizational documents. Certain jurisdictions use the terms fictitious business name, trade name or assumed name rather than DBA. Once a DBA filing has been completed for your business, you may open bank accounts and legally conduct business under that fictitious business name. In Massachusetts, DBA filings are known as business certificates and are completed with the clerk of the city or town where the business is situated. A properly filed certificate will be in force and effect for a four year period in Massachusetts. Upon its expiration a renewal certificate must be filed. Statutory certificate filing requirements can be found at MGL 110, Section 5: Business Certificates (DBA)
In the case of a corporation, limited liability company or other business entity organized under state law, the legal name of the business enterprise is the name set forth in the organizational documents filed with the Secretary of State. Conducting business and opening a bank account under any name other than the legal business name of the business entity is only permitted after completing a DBA filing.
Name recognition is critical to the success of a business enterprise. Many entrepreneurs select a name other than their given name to establish a recognizable brand by which to identify products offered for sale or services provided. In order to receive money or hold a business bank account under a business name an entrepreneur operating as a sole proprietor must have completed a DBA filing. A DBA filing is not required if the entrepreneur operates his or her business under the umbrella of a business entity such as a corporation or limited liability company. However, a DBA filing is required if the entrepreneur elects to conduct the business of the organization under name other than the one included in the organizational documents of the corporation, limited liability company or other entity filed with the Secretary of State.
In the case of business organizations such as corporations and limited liability companies, the purpose of the DBA filing is to inform the public of the company’s legal name and provide the an easy avenue through which to access business information which is on file with the Secretary of State. With respect to sole proprietorships and general partnerships, a DBA filing provides the public with each entrepreneur’s real name and mailing address.
Other than branding the business enterprise, the most significant attribute of completing a DBA filing is the ability for a sole proprietorship to open a business bank account and collect money using a name other than his or her personal name. Generally, more than one business can operate under the same fictitious business name. There are no protections or exclusivity offered by operating solely under a “doing business as” name. When completing your DBA filing, you may discover that a corporation, limited liability company, sole proprietorship or other business organization is using an identical or a similar business name to the one you propose to use. You may want to consider organizing a business entity such as a corporation or limited liability company and seeking out trademark protections to better safe-guard your brand if you find it critical to the success of your business model.
A DBA filing must generally be completed prior to the use of the fictitious business name in any business activity. Some jurisdictions require that the filing be completed within thirty to forty days of the business’ initial transaction. A number of states require the DBA filing be published in a local newspaper and the filing of proof of such publication with the appropriate government office.
A DBA name is not permitted to contain any word or corporate ending implying it is anything other than a DBA. This true unless the DBA filed being completed in on behalf of a corporation, limited liability company or other business entity created through registration with the Secretary of State. For example, if Adam Smith operates a sole proprietorship under “Atom Electric” he cannot complete a DBA filing as “Atom Electric Incorporated.” The use a corporate or other business entity ending requires the organization of such an entity with the Secretary of State.
When you are starting a small business, you may want to minimize costs and keep the process simple. Operating as a sole proprietor or general partnership and completing a DBA filing helps you achieve these goals. However, the biggest disadvantage of operating as a DBA is that you have none of the limited liability protections offered by the corporate and limited liability company models. You will be personally liable for the each and every debt of your business. Read more about corporations and limited liability companies by clicking on the appropriate term.