Under Ohio law, a business should register or renew a fictitious name or trade name with the Ohio Secretary of State. This office keeps a registry of business names. A new business name must be distinguishable on the record from other previously registered business names. The filing fee for a fictitious name or trade name is $39, and the renewal fee for either is $25.
Requirements for Registration of Business Name
To engage in a legal name registration, the owner of an Ohio business should provide certain information on the filing form to the secretary of state:
- Name of business owner.
- Mailing address of the business.
- Person at the secretary of state’s office to which the form should be addressed if applicable.
- Address, phone and email address of the owner.
- Trade name.
- Date of first use, includes opening a business account in the name, placing it on products, advertising the name, or using business cards and letterhead with the name.
- Fictitious name
- Name being registered or reported
- Name of the registrant. If a partnership, owner should provide that name. Individual partner names are permitted but not required.
- Registrant’s entity number, if registered with the Ohio Secretary of State.
- General nature of business conducted by the registrant.
- Name and address of at least one general partner.
- Signature of the person filing the form.
The filing form should not include a Social Security number or tax identification number.
Types of Business Names
A trade name is a name used in business or trade to designate the business of the user. By registering that name, the user asserts their right to its exclusive use. A trade name cannot imply that the registrant is incorporated unless they are, in fact, incorporated.
Only a corporation can file a trade name that includes entity words like company, co., corporation, corp., incorporated or inc.
A fictitious name is a name used in a business or trade that is fictitious, that the user has not registered, or is not entitled to register as a trade name. A fictitious name is also called a “doing business as” or DBA name. The registration of a fictitious name does not give the user an exclusive right to use that name.
Requirements for Businesses
A business entity such as a limited liability company (LLC) that is planning to transact business in Ohio using a name other than their personal name is required to register with the secretary of state. A person who does business under a fictitious name not registered as a trade name must report the use of that name to the secretary of state.
If the registrant is a foreign (out-of-state) corporation licensed in Ohio under an assumed name (false name or name assumed temporarily), the registrant must provide the assumed name and the corporation’s name as registered in the state or country in which it was formed.
Names That Are Distinguishable
Types of businesses that must be distinguishable upon the records from other previously registered business names with an “active” or “hold” status include:
- Trade names.
- Corporation names.
- Limited liability company names.
- Limited liability partnership names (LLP names).
- Reserved names that are reserved for a business prior to actually registering the business and obtaining the license.
Meaning of "Active Status"
Active status means the business is actively involved in commerce. A hold status means the business has paused business, typically because it has not paid taxes to the state. When the Ohio Secretary of State receives a filing requesting the registration of a business name, it conducts a search of its records to determine whether a name conflict exists.
The office compares a proposed trade name against all previously registered trade names and the names of all previously registered corporations, LLCs, limited partnerships (LPs) and LLPs.
Names That Cannot Be Registered
If the filing requests a name that is not distinguishable, that creates a name conflict, and the new name cannot be registered. For example, a filing requesting “XYZ Corp.” will be rejected if there is an existing business name “XYZ, LLP.”
Fictitious Name Registration
A fictitious name does not have to be distinguishable upon the records from any other previously registered name. A fictitious business name does not provide any protection because other registered names are not required to be distinguishable from a fictitious name.
For example, if “Sandy’s Cookies” is registered as a fictitious name, an LLC could register “Sandy’s Cookies, LLC” because the names do not have to be distinguishable for a fictitious name.
Names for General Partnerships
A general partnership has the option to file a business name as a trade name, fictitious name or the name on the statement of partnership authority. The latter option treats the name as a fictitious name. If a name is conflicting, it can only be registered if the registrant of the conflicting name gives their consent.
A business can register a conflicting name by submitting the Consent for Use of Similar Name form with other documentation, such as the articles of incorporation.
General Name Availability Guidelines
The Ohio Revised Code provides specific name availability rules. These include:
- Use of punctuation, contractions or abbreviations does not distinguish one name from another. For example, “Tops Supermarket” is not distinguishable from “Top’s Supermarket.”
- Use of an article such as “the” or “a” does not distinguish one name from another. For example, “A Fine Affair Corp.” is not distinguishable from “Fine Affair Corp.”
- Use of a word or words to denote a type of business entity associated with the name does not make the name distinguishable from another. For example, “Brandee’s Candies, LLC” is not distinguishable from “Brandee’s Candies, LLP.”
- Use of a different tense or number of the same word does not distinguish one name from another. For example, “Johnny’s Checks, Co.” is not distinguishable from “Johnny’s Check, Co.”
The Use of Numbers in a Name
The Ohio Secretary of State provides that numbers within a name can distinguish one name from another if the number is formatted differently in each name. For example, “Latin Bank II” is distinguishable from “Latin Bank 2” and “Latin Bank Two.” Adding letters to a name or reversing words makes a name distinguishable.
For example, “BB Bedding” is distinguishable from “B Bedding,” and “Bedding B” is distinguishable from “Bedding BB.”
Use of Spelling Variations
Using different phonetic spellings or spelling variations makes names distinguishable. For example, “C Mart” is distinguishable from “Cee Mart.” Misspelled words, whether intentionally misspelled or not, do not conflict with the same properly spelled words. For example, “Rising Dawne Electronics, LLC” is distinguishable from “Rising Dawn Electronics, LLC.”
When the same base word is used, names may be considered distinguishable. For example, “Andy’s Cleaning” is distinguishable from “Andy’s Cleaners.” Foreign language names do not conflict with their English translation. For example, “La Rosa Sandwiches” is distinguishable from “The Rose Sandwiches.”
Profanities and Slurs Are Not Acceptable
A name that contains profanity, words or phrases used as a slur against an ethnic group, religion, gender or heredity are unacceptable. A business name may not imply that it is affiliated with a government entity. For example, “Ohio Department of Taxation Cleaning Service” is not an acceptable name.
There are also numerous entity-specific name rules for different types of business entities, including banks and trusts, insurance agencies, cooperatives, legal professional associations and benefit corporations. A registrant should know the rules for these specific types of business entities before filing.
- Ohio Revised Code: Section 1329.02 Restrictions Against Filing.
- Ohio Secretary of State: Guide to Name Availability
- Ohio Secretary of State: Filing Forms & Fee Schedule
- Ohio Secretary of State: Filing Form Cover Letter
- Ohio Revised Code: Section 1329.01 Registration of Trade Name Definitions - Registration of Trade Name or Report of Fictitious Name
- Ohio Department of Taxation: Register Your Business Name
Jessica Zimmer is a journalist and attorney based in northern California. She has practiced in a wide variety of fields, including criminal defense, property law, immigration, employment law, and family law.