By: Robert W. Bible, Jr., Attorney At Law
Naming a business may turn out to be one of the more significant business development decisions. A business name may not only describe the products or services offered, but may also add an advertising component intended to attract attention or pique desire or interest. “Jimmy’s Lavish Lawn Care” or “Bob’s Bodacious Burgers” are examples of names which not only describe the nature of the business, but include a feature intended to depict a higher quality of product or service. Although a business name may be selected primarily as a catchy advertising device, many business operators begin using a business name without understanding the legal requirements involved.
Every individual has a personal “legal” name. It appears on our birth certificate, driver’s license and Social Security card. When one or more individuals form a business entity such as a corporation or limited liability company, a “legal” name for that entity is created by filing Articles to form it. If an individual or business entity conducts business using a name other than their “legal” name, it is called a fictitious name, otherwise known as “doing business as” or simply, “dba”. In Florida, it is a misdemeanor of the second degree, with possible criminal sanctions, for an individual or business entity to operate and conduct business using a name other than their legal name without first complying with Florida’s fictitious name notice and registration requirements. James X may not simply put a label on his truck promoting “Jimmy’s Lavish Lawn Care” without first providing notice of his intention to do so and properly registering that “dba”. Similarly, Robert’s Food Services, LLC may not open and operate a restaurant using the name “Bob’s Bodacious Burgers” without first complying with Florida’s fictitious name notice and registration requirements.
It is important to understand that a “dba” does not change an individual’s or business entity’s legal name. So contracts or other legal documentation must still be signed using the accurate legal name. A contract to purchase restaurant equipment or to lease the restaurant facilities for Bob’s Bodacious Burgers must reflect the full legal entity name, Robert’s Food Services, LLC as a named party and also in the signature line, and should list the title of an authorized signatory, such as “Robert Z, Manager”. Further, registering a “dba” does not necessarily give the filer protected rights in the name. If ABC Food Industries, Inc. filed a federal trademark registration for the name “Bob’s Bodacious Burgers” prior to the time Robert’s Food Services, LLC filed the fictitious name registration for such “dba”, “ABC” might possibly prevent “Robert’s” from using such name.
Filing a “dba” the right way in Florida is critical to any business owner wanting to conduct business under a name different from the “legal” name of such owner. If you need assistance with properly filing fictitious name registrations, at Bob Bible Law we have the knowledge and over 30 years of experience to assist you with these requirements.