Name This Business

 

By Albert Kelley

 

Does a business need a name? Absolutely. Aside from the obvious reason that people need to be able to find the business in the phone book, a name is needed to get an occupational license.

 

 

 

What are the requirements for a business name? For a sole proprietorship (a non-incorporated business owned by a single person) the business name can simply be the name of the business owner. For example, a doctor who wants to open a small family practice may simply use his name as the business name: Dr. John Smith. He can do this automatically without the need to register the name. If, however, he chooses to use a name other than his own, such as Family Medical Center, he must register the name with the Department of State. This is called a Fictitious Name.

 

 

 

If the business is to be incorporated, the corporation must have a name. Under Florida law, every corporate name must be distinguishable from every other corporate name. In other words, only one corporation may use a name. If you desire to name your corporation XYZ, Inc., you must first check to learn if there is already a corporation called XYZ, Inc. If there is, you must choose a new corporate name (You also cannot use the name if there is a XYZ, LLC). Even if a corporation is involuntarily dissolved, their name cannot be used for a period of one year, allowing the corporation to reinstate its status without losing its name.

 

 

 

All corporation names must include either the words “corporation,” “company” or “incorporated” or the abbreviations “Corp.,” “Co.” or “Inc.” If the business is a Limited Liability Corporation, the name must contain the words “Limited Corporation” or the abbreviation “LLC.” The corporate name may not simply use the word “Limited” as that is reserved for limited partnerships. Once a corporation has a name, it may use the corporate name also as a business name with no additional filing requirements. However, if the corporate name and the business name are to be different, the business name must also be registered with the Department of State as a fictitious name, also known as a d/b/a (XYZ Corp. or XYZ, LLC can do business as just XYZ without registering this as a fictitious name).

 

 

 

Partnerships are not required to register their existence with the Department of State unless they are set up as Limited Partnerships. However, if the partnership will be doing business as an entity, it needs to register its name as well. There are no requirements for the name of a general partnership (it does not have to use the word “partnership”).

 

 

 

Before registering a fictitious name the name should be advertised in a newspaper of general circulation in the area where the business is to be located. Many states now allow fictitious names to be registered electronically. If registering by electronic filing, the fee must be paid by credit card.

 

 

 

There are numerous penalties for failing to register a fictitious name. The business may not file suit or defend a lawsuit in court under the business name unless registered. More importantly, failure to register a business name is a misdemeanor criminal offense, punishable by a fine of up to $500.00 and/or jail time of up to 60 days.

 

 

 

Al Kelley is a Florida business law attorney located in Key West and previously taught business law, personnel law and labor law at St. Leo University. He is also the author of “Basics of . . . Business Law”. This article is being offered as a public service and is not intended to provide specific legal advice. If you have any questions about legal issues, you should confer with a licensed Florida attorney.

 

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