Written by: Robert DiCuccio, Esq.
What is a DBA?
In business, DBA means “Doing Business As.” A DBA allows an individual person to conduct business under a name other than their legal name. In addition, a DBA allows a company to conduct business under a name besides its registered business name. By allowing businesses to operate under a DBA, it allows the business to use a name that reflects its brand and marketing. While helpful to market the business, a DBA does not offer legal protections in the same way that registering the business as an LLC might. Registering a DBA simply allows a company to use a different name than was originally assigned when they registered as an entity. Although a DBA does not provide the same legal protections as an LLC, for example, registering as a DBA is required to ensure that you or your business are compliant with state law.
How Do I Know if I Need a DBA?
You must register for a DBA under several circumstances. The primary question is whether the person or company is conducting business under the person’s true legal or registered company name. A company conducting business under a name other than the company name registered with the Ohio Secretary of State must file a DBA to be compliant with state laws. If your business is using a fictitious name for your marketing, contracts, websites, labeling, or any other public displays of your company name, your company must register for a DBA. If your company operates in states outside of Ohio, contact each state’s Secretary of State’s office for state-specific DBA requirements.
For example, John Doe wants to open a sandwich shop operating as an LLC, and registers the business as “John’s Sandwiches, LLC.” John doesn’t want the signage or the advertising material or the napkins to say “John’s Sandwiches, LLC,” so the company registers “John’s Sandwich Shop” or “Johnny’s Subs” as DBA’s. This allows the business to use a more marketable name, as opposed to the full legal name which is registered with the Secretary of State.
How Do I Register a DBA in Ohio?
In Ohio, registering as a DBA is simple and inexpensive. A registrant pays a $39 fee and submits the necessary forms through the Ohio Secretary of State’s website. Before registering your DBA, verify on the Ohio Secretary of State website that your requested DBA is not already in use by another person or company. It is important to remember that if you are doing business in states other than Ohio, you should register your DBA in each other state.
What happens if I fail to register a DBA?
R.C. §1329.10(B) explains some of the consequences for failing to register a DBA. R.C. §1329.10(B) provides that:
“No person doing business under a trade name or fictitious name shall commence or maintain an action in the trade name or fictitious name in any court in this state or on account of any contracts made or transactions had in the trade name or fictitious name until it has first complied with section 1329.01 of the Revised Code and, if the person is a partnership, it has complied with section 1777.02 of the Revised Code, but upon compliance, such an action may be commenced or maintained on any contracts and transactions entered into prior to compliance.”
Essentially, if you fail to register your DBA, you likely cannot file a lawsuit to recover any debts owed to the business, the business likely cannot file a lawsuit to recover for breach of contract, and if you are sued, you likely cannot raise any counterclaims on behalf of the business. Some states may impose harsh monetary penalties for conducting business under a name of which there is no registered DBA.