Initial impressions matter in business. The first thing a customer often encounters when interacting with your company is its name. What you publicly call your business can differ from the name used in the organizational documents filed with the state or on file with the county or city. Registering a fictitious name allows the business to operate under a different name while retaining its legal name. A fictitious name is alternately referred to as an assumed name, DBA (Doing Business As), or trade name. Registering a fictitious name can be done at start-up or anytime thereafter. As discussed below, there are many reasons why you might use a fictitious name for your company.
Why Companies Use a Fictitious Name
When a business is first formed, its owners must choose how to structure it. Whether they choose a sole proprietorship, partnership, LLC, or corporation, the company may be required to register a legal name with the state, county, or city depending on the type of business structure they select. For sole proprietorships and partnerships, the default name is the name of the business owner(s). In the case of a corporation or LLC, which is legally distinct from its owners, the legal name is included in formation documents filed with the state. But as mentioned, a company can also use a name that is different from its legal name. Florida requires owners to register a fictitious name for their business when, for any reason, they operate using a name other than the company’s full legal name.
Unlike forming a separate legal entity such as an LLC, corporation, limited partnership, or limited liability partnership, registering a fictitious name does not offer any liability protections or tax benefits. It can, however, provide the following benefits to the business:
- Protect the business owners’ privacy by using a name different from their personal names
- Enable rebranding under a name that is more descriptive, memorable, and marketing-friendly
- More closely align the business name with its products or services
- Differentiate brands, products, and services when business activities evolve
- Allow branding with different names in different areas
- Provide an opportunity to launch a website or create a separate website targeting a specific audience
- Make it easier to open a business banking account at some banks or to contract with certain clients
- Allow a franchisee who acquires a business through an LLC or corporation to do business under the parent company’s name
Although business owners typically use a fictitious name for reasons related to privacy, marketing, branding, and adding a new product line, a fictitious name may also be necessary if a company expands its operations to a state where their legal business name is already being used.
How to Name (or Rename) Your Company with a Fictitious Name
Registering a fictitious name in Florida is a relatively simple and straightforward process. Here are the steps and important points to keep in mind:
- Enter the Fictitious Name: Enter the exact name you wish to register. Do not enter more than one fictitious name on the application. The fictitious name may not contain a business entity suffix or indicator (e.g., Corporation, Incorporated, Limited Liability Partnership) unless at least one registrant is a business entity of the same type.
- Mailing Address: Enter the business’s mailing address. This address doesn’t need to be the same as the principal place of business address and doesn’t need to be in Florida. It can be directed to anyone’s attention and can be updated free of charge if it changes in the future.
- Principal Place of Business: Use the dropdown menu to select the Florida county where the business’s principal place of business is located. Select “Multiple” if more than one county applies.
- Federal Employer Identification Number (FEIN): Optional. Enter the 9-digit number assigned by the IRS for federal income tax identification purposes.
- Certificate of Status: You may request a certificate of status, which certifies the status and existence of the fictitious name registration. Fee: $10.00 each.
- Certified Copy: You may request a certified copy of your Fictitious Name Registration. This includes a filed-stamped copy of your registration and verifies that the copy is a true and correct copy of the document in state records. Fee: $30.00 each.
- Email Address: Provide a valid email address. If filing online, the filing acknowledgment and certification (if any) will be emailed to this address. All future email communications will also be sent to this address.
- Owner Information: List each owner and verify their information. An owner can be an individual or a business entity. Up to 5 owners can be listed. Call 850.245.6058 for special instructions if you have more than 5 owners.
- Signature: One owner must sign the document. If the owner is a business entity, an authorized individual can sign on behalf of the business. If filing online, type the individual’s name and title in the textbox provided.
Fees:
- Registration of Fictitious Name: $50.00
- Certified Copy of Fictitious Name Registration: $30.00
- Certificate of Status for Fictitious Name Registration: $10.00
There is generally no limit on the number of fictitious names a business can use, but there should typically be a filing for each fictitious name, and there may be restrictions about what you can name your business. For example, a fictitious name that ends in Corp., Inc., or LLC is prohibited unless the registration matches the entity type. Additionally, fictitious names cannot include words associated with banks or governmental entities.
Unlike a legal business name, a fictitious name is not exclusive in Florida. A state may disallow a name that sounds too similar to one already in use. The Florida Division of Corporations provides an online search tool to check whether a business name has already been registered. Even if there is no restriction based on similarity, choosing a name that closely resembles another company’s name could confuse customers. Keep in mind that you should not use a name that is trademarked because it is protected from infringement under federal law.
To protect a fictitious name in a state without exclusive name rights, you could file for trademark protection. The U.S. Patent and Trademark Office has an online search tool to determine whether the fictitious name you want to use is trademarked.
Fictitious Name Legal Questions? Talk to a Business Attorney
It is important to understand what a fictitious name is—and what it is not. Registering a fictitious name is not the same as filing the paperwork necessary to establish your company as a separate legal entity. It is also not a trademark, business license, or permit. Establishing a fictitious name can benefit your business in many ways, but it will not grant you special tax status or liability protection.
A name is a crucial part of creating an identity for your business. But ultimately, a fictitious name is little more than a cosmetic change. If you are thinking about using a fictitious name, it could signal a new direction for your business that raises bigger issues and questions. For legal advice about setting up, naming, registering, and running your business, schedule a meeting with our attorneys.
Contact Us: Law Office of David Standridge
Address: 9040 Town Center Parkway, Lakewood Ranch, FL 34202 Phone: 941-770-3241
Email: dave@dslawoffice.com