When you file the paperwork to start a new business in Virginia, you can choose to give your business a fictitious name.
This name is your "doing business as" alias. Your DBA allows you to legally operate and conduct business under a chosen name.
Specifically, the primary benefit of using a DBA is that you can conduct business "as normal" under your new fictitious name.
For example, a business owner could register their LLC with the Virginia State Corporation Commission (SCC) under the name "Bill's Paints LLC" and then file for a DBA for the name they use on their marketing materials (such as "Paint it Right" or even just "Bill's Paints").
Importantly, business owners can perform a variety of legal tasks under their DBA, such as creating contracts, opening bank accounts, and otherwise operating as if their DBA was their "official" legal name.
As a common example of this, many businesses choose to use their DBA on business documents such as receipts and invoices. After all, "Bill's Paints LLC" is a much less persuasive business name than something like "Paint it Right."
In this article, we'll broadly cover the rules surrounding DBAs in Virginia. Note, however, that it's recommended that you speak to an attorney if you're planning on registering a new DBA in the Commonwealth.
This article simply covers the basics of the process.
Filing for a DBA in Virginia
A DBA can help you put your best face forward on your marketing materials by allowing for increased versatility and flexibility down the line.
Why Should I Apply for a DBA?
There are numerous benefits to filing for a DBA. These benefits can include, but are not limited to:
- Low Cost — Registering a new DBA can cost as little as $10, allowing you to operate under a new name without paying to re-register your businesses under a new legal name.
- Flexibility — Because Virginia law requires that all business names have certain elements (must contain "LLC," cannot use irregular punctuation, etc.), DBAs provide additional flexibility in naming and marketing your business. Further, registering a DBA can help you expand into a market where your original name may not be available because of another business or entity.
- Marketing — DBAs can help build brand awareness by making it easier to market under a catchy name, while also allowing for increased flexibility in product names and variations down the line should you choose to pursue that path.
DBA Registration
You must officially register your DBA name before you begin to operate under your new fictitious name. This can occur in two ways:
- Registering a DBA During Incorporation — When you incorporate your business, you'll have the option of adding any necessary DBAs directly on the application paperwork.
- Registering a DBA After Incorporation — If you choose to register a DBA after you incorporate, you can do so through the SCC's Clerk's Information System.
NOTE: In the past if you wanted to register a DBA after incorporation you had to file the paperwork with your local Circuit Court. Now, you can do this process quickly and easily online, and don't have to interact with the court at all.
Operating as a corporation, limited liability company, or partnership means that a certified copy of the fictitious name registration is required.
While a fictitious name acts much like a pseudonym, it is not the same.
Conducting business under your married name, surname prior to marriage, or name that is not your given name but is the name that you are most commonly addressed by does not require a fictitious name certification.
Additionally, the fictitious name that you file cannot misrepresent your business in any way.
Obtaining a "Certified Copy"
When you file your DBA the SCC will not immediately certify your application. Instead, you'll simply receive a receipt of your filing fee payment.
However, during this process, you can request a certificate of filing with the Commission.
Once filed with the court, the Clerk records, dates, and keeps a register of all fictitious names by which business is conducted, as well as the names of the individuals filing for a DBA alias.
No license is issued by the Commissioner of Revenue until a copy of the certificate made and filed by the Clerk is reproduced and provided to the Commissioner.
Keep in mind that the Commissioner does not have the inherent authority to decide who can or cannot use a DBA to conduct business.
This is a legal matter that is more complex than filing for a DBA, and therefore, must be discussed in detail with a qualified attorney.
Your "certified copy" indicates that you have filed an original copy with the proper circuit court.
Your copy is officially stamped as a "copy teste" and signed by the Clerk for the purpose of maintaining authenticity.
It is recommended that you request your certified copy at the time of your filing, as you are additionally charged for a certified copy.
Therefore, you are recommended to pay for both filings simultaneously to remain efficient.
Your individual circuit court is responsible for issuing the certified copy fee, and may vary by location.
Release from DBA
Filing for a DBA does not mean you are subject to maintain that fictitious persona.
When you are no longer conducting business under your registered DBA—or you simply have changed the location of your business practices—you have the ability to "release," or remove, your DBA filing from the court.
This can be done at the original circuit court that your DBA was filed with.
In order to release your DBA filing, you must file your release certificate with the State Corporation Commission.
This certificate must be attested by the Clerk of your circuit court in order to be deemed valid. Filing your release certificate with the Commission carries another $10 filing fee.
Additional Considerations
A sole proprietor is not required to file a DBA with the State Corporation Commission.
However, a sole proprietor who intends to operate under a fictitious name is required to file a DBA registration with the circuit court of the business's jurisdiction.
Additionally, your DBA is a fictitious name, not a trademark.
Therefore, the Commission has no authority to prevent the name from being used in other business practices filed within the same jurisdiction.
A new business DBA request is not rejected on the basis of competing with another existing business; however, they are rejected for fraudulent representation of a business practice.
The Commission keeps a record of DBA filings, but does not interpret or compare those filings with the existing record of filings.
Costs of a DBA
Filing for a DBA is incredibly cost-effective, and many businesses choose to register multiple DBAs to protect various potential business or trade names they wish to use in the future.
Filing Fee
There is a $10 filing fee when you register your intended DBA with your circuit court. This is a non-refundable filing fee.
You must file your DBA registration with each Commissioner in each state in which you are conducting business.
Additionally, you must file with each circuit court relative to the geographic location(s) of your business.
Therefore, you are responsible for the filing fee in each of those filings, which may vary from state to state.
Failing to File a DBA
Conducting business under a fictitious name without the proper certification to do so will result in legal reprimands.
Violating these regulations is a misdemeanor in Virginia and many other states.
Violation carries up to a $2,500 fine with possible jail-time spanning a year - and, in some cases, both.
Non-compliance with DBA regulations does not prevent the recovery of a business or corporation to function.
Rather, the business or corporation is able to amend these mistakes once the court mandated punishment has been fulfilled.
Businesses conducting transactions or activity under an unregistered DBA is unlikely to receive court reprieve.
Therefore, it is important to properly register your DBA before you begin using it to for business purposes.
Conclusion
DBAs are a helpful business tool that allows you to perform business under a fictitious name, as opposed to being limited to strictly the name you originally registered your business under.
On the surface, filing a DBA appears straight-forward; however, improperly filing or failing to file your business's DBA can lead to significant legal ramifications.
Avoid legal backlash over your DBA by scheduling a consultation with a business law attorney to discuss and file your "doing business as" registration.
Further Reading
- 11 Ways an Attorney Can Help You Start a New Business in Virginia
- How to Choose a Strong Business Name in Virginia: Essential Tips and Tricks
- How to Start a Business in Virginia: A 10-Step Guide
- How to Get a Small Business License in Virginia
- Piercing the Corporate Veil and Virginia LLCs
