The HBS Blog offers insight on Delaware corporations and LLCs as well as information about entrepreneurship, start-ups and general business topics.
Many clients want to operate a business under a different name than what was originally named on the certificate filed with the state. The question we hear quite often is: "'Do I need a DBA' or 'doing business as' name with my company?" and "What is the process to do this?" Here is some information from business.gov that may help clarify this topic.
The legal name of a sole proprietorship is the name of the person or entity that owns it. If you are the sole owner of your sole proprietorship, its legal name is your full name. If your business is a partnership, the legal name is the name given in your partnership agreement or the last names of the partners. For limited liability companies (LLCs) and corporations, the business's legal name is the name in Article One of the certificate that was registered with the state government.
Your business' legal name is required on all government forms and applications, including your application for employer tax IDs, licenses and permits. However, if you want to open a shop or sell your products under a different name, then you may have to file a "fictitious name" registration form with your local government agency.
A fictitious name (or assumed name, trade name, or DBA name, short for "doing business as") is a business name that is different than your personal name, the names of your partners or the officially registered name of your LLC or corporation.
For example, let's say Mary Smith is a sole proprietor of a catering company she runs out of her house. Mary wants to name her business Seaside Catering instead of using her business's legal name, Mary Smith. In order to use Seaside Catering, Mary will need to register that name as a fictitious business name with a government agency. Which government agency, depends on where she lives. In some states, fictitious names are registered with the state government; in others, you register fictitious names with the county clerk's office; and in others, there are no laws requiring businesses to register a fictitious business names.
Beware! Filing a DBA does NOT protect you from personal liability the way incorporating does. When we file your LLC or corporation with the Delaware Division of Corporations, it creates a whole new entity, which is separate in most legal respects from its owners.
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The Delaware state file number is the number that the state of Delaware issues to each new company at the time of formation. It is formatted with seven numbers; for example, 1234567.
Each new Delaware company will be one digit higher than the company before it. It is the number that you can use to identify your company when dealing with the Delaware Secretary of State.
Your Delaware state file number is used to identify your company in the Delaware Division of Corporations' database.
Delaware companies can change their names, they can change their Directors, they can change the number of shares and par value issued, they can change their Registered Agent and address, but they cannot change their Delaware state file number.
No, the Delaware state file number is not your Federal Tax ID number, often called an EIN. The Federal Tax ID number is the federal government's—not a state government's—identifying number.
The EIN is a nine-digit number formatted with a dash after the first two numbers. These first two numbers indicate the location where the company will do business and pay their federal tax.
Think of the federal tax ID number as the social security number (SSN) for the business. It is used to open U.S. bank accounts, hire U.S. employees and operate lawful business activities in the U.S.
The Delaware file number can be located in several different places. You can find it on the cover letter we send with your approved company documents and on your receipt. The state will stamp it in the margin of your filed Certificate of Formation or Certificate of Incorporation.
(See an example of a Certificate of Formation below):
You're ready to start a new business venture. Like many others, you’ve decided to form your new corporation or LLC in Delaware, which is recognized around the world as "The Incorporation State." The question is: "Where do I start?"
Traditionally, the first step in the process, and often the most difficult, is coming up with the name of the company. We all know how important the company name can be—it can make or break your business. There are several things to be considered when deciding on the name. You want it to be catchy and memorable, but also to be reflective of the type of business you will be conducting. One important aspect that is often overlooked is the domain name.
Today, we are living in the information age. Everything is available at our fingertips with just the click of a mouse. What better way to market a new business? Most businesses, at one point or another, will want to benefit from setting up a website for their new company. That being said, in many cases when the name is chosen for the business, the domain name is an afterthought.
If a website is in the cards for the new business, whether now or in the distant future, it's probably not a bad idea to secure your domain name prior to setting up the company. This will save you time and money in the long run.
Before securing the domain name, Harvard Business Services can check the company name for you in real-time by phone, email, live chat, or Skype (DelawareInc). We can tell you in a matter of seconds if the name is available or not. The name must be unique enough so that it does not match that of another Delaware company already in existence. There are certain words that do not count towards the name search criteria, for example, the words "the", "at", "a", "an", "to", "the", "and" (and the and symbol "&") will not count towards availability. Nor will capitalization, spacing, punctuation, etc. The company name will also need to include a corporation ending, which also does not count towards the name search criteria.
For LLCs, the options are:
Limited Liability Company
For corporations, the options are:
Company or Co.
Corporation or Corp.
Incorporated or Inc.
Limited or Ltd
Keep in mind that not all company names are a home-run at first. Take a look at the original names of some of these well-known companies, they may surprise you. If you don't love the name of your company, we can always file a name amendment with the state of Delaware.
If you have any questions about the name for your new Delaware corporation or LLC, reach out to Harvard Business Services today at 1-800-345-2677 ext. 6133 or email@example.com.
In 2009, Harvard Business Services, Inc. launched “The HBS Blog”—a useful site full of news about incorporating an LLC or corporation, with tips and tricks to empower you and your business. Now, five years later, we've relaunched the The HBS Blog with a new URL and a fabulous new look. We will continue to post two articles a week and send out our weekly announcement on Wednesdays.
Since our HBS Blog is now a subdirectory of www.delawareinc.com, you will be able to find all the information on the topic you are looking for even faster than before, and you will no longer have to go from one tab to the next--you can easily navigate between our delawareinc.com website and The HBS Blog.
Everyone at Harvard Business Services, Inc. looks forward to continuing to provide you with all the information you have come to expect from us as an industry leader, and we wish you much success in 2015.