When Is a “Doing Business As” Name Required?

As we have discussed in previous posts, a “Doing Business As” name (“DBA”) or fictitious name is a simple, cost-effective way to operate an entity under a different name(s) than that listed on the entity’s formation filings.

Omitting the "Corporate Ending"

During the formation process, Delaware corporations and LLCs are required to list a business name on their respective formation filings. A company’s name must meet certain criteria. For example, the name of a Delaware corporation must contain one of the following corporate endings: Association, Company, Corporation, Club, Foundation, Fund, Incorporated, Institute, Limited, Society, Union, Syndicate or abbreviations of any of those endings (e.g., “Corp.”, “Inc.”, “Ltd.”). Similarly, the name of a Delaware LLC must contain one of the following endings: LLC, L.L.C., or Limited Liability Company. However, in any marketing pieces or signage, the corporate ending seems odd, and it simply may not flow or convey the message of the branding/marketing campaign.

For an abbreviated name used on signage and similar marketing media, a DBA filing is less important. However, when a company executes contracts or otherwise acts in a legal capacity under a different name, a DBA is appropriate. Here, a DBA filing would allow parties to the contract to know the true name of the company in order to, for example, perform due diligence before executing the contract. Alternatively, abbreviating Brett’s Diner LLC as “Brett’s” on flyers and in marketing materials should not typically raise an issue.

Required Vs. Precautionary Use of DBAs

DBA names are governed by rules and filing requirements on a state by state or even county by county basis, so if a company has concerns or wishes to take the conservative route, registering a DBA in the county or state of the business’ location is a proactive means to ensure it can operate under the name by which it wishes to use locally, such as “Brett’s” above.

Some companies have quite unappealing names for an operating business, such as, for example, Special Purpose Vehicle XXVI. It may, however, call itself “Brett’s Home Cooking” in its day-to-day operations, or something similarly different from the legal entity name. In these situations, we traditionally see clients explore filing for a DBA. If you pay attention to local businesses signage and advertising, businesses frequently do not use their more formal name with designating ending.

Many business owners also inquire about their domain name, and whether it must reflect the company’s legal name. Take again the LLC known as “Brett’s Diner LLC.” It may reserve BrettsDinerDE.com as its domain name. As is the case with marketing, using a domain that does not necessarily reflect the legal name is common, and would not typically require a DBA filing. Out of an abundance of caution, however, clients will often file a DBA listing its domain name as well.

If your Delaware LLC or corporation is operating in another jurisdiction, you may first need to file to do business in the state at hand (referred to as Foreign Qualifying) before filing for the DBA there. Clients that are formed in and physically located here in Delaware can reach out to the Prothonotary’s office in the county (or counties) in which you are doing business (Sussex, Kent, and/or New Castle):

• New Castle County – (302) 255-0800
• Kent County – (302) 739-3184
• Sussex County – (302) 855-7055

If you would like Harvard Business Services, Inc. to help you register a Corporation or LLC in the State where physically operating, which is typically required to complete the DBA. Call us at 1-800-345-2677.