The term DBA has the same meaning as trade name and fictitious business name (FBN). The term DBA means Doing Business As. In California, a business owner can file for multiple DBAs for a corporation. The owner should file for a DBA with the county clerk in each county where the business is located.
The filing of an FBN is for consumer protection. Following the requirements of the statute is required by the California Business and Professions Code. An FBN statement is a public record and open for public review.
Where to File a FBN for a California DBA
A business owner should file a fictitious business name statement with the Registrar-Recorder/County Clerk’s office in the county where the business is located, not with the California Secretary of State. There is no statewide registry for FBNs. When a business is not located in California, the owner should register with the Clerk of Sacramento County.
An FBN statement is necessary if the business entity is a sole proprietorship doing business under a name that doesn’t contain the owner’s last name. An FBN statement is also necessary if the business is a partnership that will use a name that doesn’t contain the surname of every general partner or a name that suggests there are other additional owners. Examples include: Jasper & Company and Lee & Associates.
An FBN statement is necessary when the company is a limited partnership, corporation or limited liability company (LLC) that will be doing business under a name that is not its legal name. The legal name is the name stated in the company’s Articles of Incorporation or Articles of Organization filed with the California Secretary of State.
Directions for Filing an FBN
A registrant should follow the county clerk’s directions in order to have their FBN statement form accepted. In San Diego County, the county clerk’s office requires that the business owner complete the FBN statement form in black or blue ink. The form must be legible and have no erasures or whiteouts; strikeouts are acceptable if initials are written next the strikeout.
A third party or authorized agent filing on behalf of the registrant is required to provide a copy of their valid government-issued photo ID. An individual filing for an additional business name must complete an FBN Additional Business Names form, and an individual filing for an additional owner must complete a FBN Additional Registrants form.
These two forms are county specific. The county clerk’s office may require an additional payment for each additional business name or owner name beyond the first business name and owner. The registrant may be required to pay by check or money order made payable to the specific recorder-county clerk. Some counties, such as Los Angeles County, require a notary public submission of the FBN statement.
Who Signs the FBN?
When the registrant is an individual, the individual signs the FBN statement. When the registrants are a married couple, either party to the marriage may sign. When the registrant is a general partnership, limited partnership, limited liability partnership, co-partnership, joint venture, or unincorporated association other than a partnership, a general partner should sign.
When the registrant is an LLC, a manager or officer should sign. When the registrant is a trust, a trustee should sign. When the registrant is a corporation, an officer of the corporation should sign. When the registrant is a state or local registered domestic partnership, one of the domestic partners should sign.
Exclusive Right to Use FBN
When a business owner files an FBN, the filing establishes a rebuttable presumption that the first person to register the name has the exclusive right to use it. The exception is if the name is already in use. In that case, the party using the name has the exclusive right to use the name. An owner should not select a business name that is already in use or a business name that is so similar to an existing business name that it could mislead the public.
A county clerk’s office may choose not to accept responsibility for omissions, similarities or duplications among the FBNs on file. This is because the county clerk’s office is only the central depository of the names; it does not approve or disapprove a particular name.
FBN Searches in Different Areas
Cities and counties offer fictitious business name searches on their own websites. An owner can request the information from a city or county by mail for a fee. The California Governor’s Office of Business and Economic Development shares links to most county and city websites on CalGold. The California Secretary of State’s website on Business Search can also show where a business name may be in use.
Fees to File an FBN
A city or county will charge a fee to file an FBN. The cost depends on the city or county where the fee is filed. For example, Santa Barbara County charges $47, and San Diego County charges $42. A filing is valid for five years or until the facts in the FBN statement change, whichever takes place first.
Timelines for Filing FBNs
An owner is usually required to file an FBN statement within 40 days of starting their business. Within 30 days after filing the FBN statement, the registrant must publish the statement in a local newspaper of general circulation near the company’s principal place of business. A notice is required to appear once a week for four consecutive weeks. Within 30 days of the last date that the statement runs in the newspaper, the registrant must file an affidavit of publication with the city or county office.
Requirements for Corporations and LLCs
When a corporation or LLC files an FBN statement, it must provide the address as stated in its Articles of Incorporation, Articles of Organization or Certificate of Qualification. A Certificate of Qualification is a document that the California Secretary of State issues to a foreign (out-of-state or out-of-country) association to do business in California. The FBN statement must also include the names of all the owners and their residential addresses. The residential addresses should be stated as street addresses, not mailing addresses.
The registered owners of an FBN must provide the same names as they did in the Articles of Incorporation, Articles of Organization or Certificate of Qualification. The registered owners of a limited partnership must be the general partners. The registrants should not list limited partners or the limited partnership as registered owners. The FBN must have an original signature and be signed by a corporate officer. Typically, these individuals would qualify as corporate officers: CEO, CFO, president, vice-president, secretary, treasurer, managing member, officer or manager.
FBNs and COVID-19 Relief
A lender may require business seeking federal aid during the COVID-19 pandemic to have an active FBN name on file. County clerk’s offices are working to process FBN statement requests within a short period of time, such as 10 business days, to help businesses get funding faster.
A business should read the directions on a county clerk’s office website to understand methods of providing documentation will take longer. For example, Santa Barbara County advises against using the Santa Maria drop box because interoffice mail is picked up only twice a week. This means processing time is shorter if an applicant mails their application directly to the Santa Barbara office.
Penalties for Not Filing a DBA
A person who files an FBN statement knowing the statement is false, in whole or in part, is guilty of a misdemeanor. The fine for the offense is up to $1,000. Since the offense involves dishonesty, it is a crime involving moral turpitude. This type of offense can be used to impeach a person who chooses to testify as a witness in a civil or criminal case. A conviction for a crime involving dishonesty can also affect certain professional licenses, such as a license to practice law.
A company that has not filed a DBA may have difficulty applying for federal COVID-19-related relief such as a Paycheck Protection Program loan (PPP) loan. A company is prohibited from conducting business legally until it follows the DBA registration procedure. A bank may restrict a company from opening a bank account in the business’s name until the company files a DBA.
Without a DBA, an owner also cannot establish a parent company and use a single DBA for multiple locations of the business. A company’s ability to enter into contracts and have the court see those contracts as valid and enforceable is affected if the company does not file a DBA. The concern extends to contracts entered into by other parties on behalf of the business. An owner, the company’s officers and other agents contracting on the company’s behalf can be found personally liable if they did not disclose the last name of the business owner or owners.
Abandonment of a DBA
When an individual wants to stop using an DBA, or FBN, they need to file a statement of abandonment of use of the FBN. They should execute the statement of abandonment in the same manner as the FBN statement. The owner should file this form with the county clerk of the county in which the registrant filed the FBN statement. The statement will be published in the same manner as the FBN statement.
The owner should file an affidavit showing the publication with the county clerk after the local newspaper has completed publishing the statement of abandonment. In the statement of abandonment, the owner must include the name being abandoned, the street address of the principal place of business, the date on which the original FBN statement was filed, the file number and the county where it was filed and the full name and residence/s of the people who filed the FBN statement. There is a filing fee for a statement of abandonment, usually slightly less than for filing the FBN statement.
Withdrawal of an FBN
When an owner wants to withdraw from a business, they need to register a statement of withdrawal with the county in which they filed the FBN statement. A statement of withdrawal needs to be filed on an active FBN statement. The filing of a statement of withdrawal does not cause the FBN statement to expire.
To clarify, the withdrawal concerns one of the parties who is in charge of the business. That owner, partner or officer may withdraw from the business, but the business remains active, operating under the FBN. A party will need to follow the publishing requirements in a newspaper of general circulation, as it would for filing a FBN statement. There is a fee for filing a statement of withdrawal.
Protect Name With a Trademark
An FBN statement does not allow a business the exclusive use of a name. Registering a trademark under that name will give the business that protection. A company should do a trademark search with the Secretary of State to see if another party is already using the name. The trademark search is updated daily, but search results do not reflect filings received by the Secretary of State that have not been processed through completion. This means data will not be complete. A person can get a complete or certified copy of a record of a trademark by sending a written request to the Secretary of State Trademark Unit.
- California Business Portal: Choose a Business Name
- California Franchise Tax Board: Guide to DBAs, November 2019 Tax News
- Santa Barbara County, Clerk-Recorder Division: Fictitious Business Name (FBN) Filing Information
- San Diego County, Assessor/Recorder/County Clerk: Fictitious Business Names
- California Secretary of State: Requirements for Qualification of Foreign Associations
- California Governor's Office of Business and Economic Development: CalGold, the Gold Standard for Permit Assistance
- California Secretary of State: Business Search
- California Business and Professions Code: Sections 17900 - 17930 Fictitious Business Names
- Santa Barbara County Clerk-Recorder: Federal Coronavirus Relief Bill (CARES Act) for Small Businesses
- California Secretary of State: Trademarks and Service Marks
- California Secretary of State: California Trademark Search
- Los Angeles County Registrar-Recorder/County Clerk: Business Filing & Registration
- County of Santa Clara, Office of the County Clerk-Recorder: FBN Statement of Withdrawal
- Santa Clara County, Clerk-Recorder's Office: Fee Schedule
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.