Builders and Contractors Exchange
Weekly Bulletin: 4 Apr 2008
What's In A Name? Using DBA Names in VA
When a corporation, partnership, limited liability company, or other business entity is formed, the documents registered with the Virginia State Corporation Commission (the "SCC") must set forth the name of the entity (among other information). This is the entity's "official" name that should be used on all agreements and contracts as well as all signs, letterhead, email signatures, v-cards, and other identifying materials. The best practice is to use the name exactly as it is registered with the SCC. For example, Acme Corporation should not use "Acme" or "Acme, Inc." or even "Acme Corp." on documents and advertising material. It is especially important that the appropriate suffix be used so that they type of entity can be readily ascertained. (For example, "Acme, LLC" would be misleading since Acme is a corporation, and not a limited liability company.) Slight variations such as abbreviating "Corporation" to "Corp." are acceptable on informal communications, but the precise name, including the suffix, must be used on contracts, deeds, and other formal instruments.
If a business does not want to use its official name, the business may use an assumed or fictitious name under certain circumstances. These are sometimes called "doing business as", "D/B/A", "trading as", or "T/A" names. In order to use a fictitious name, the business must file a certificate with the SCC and with the clerk of the circuit court of every jurisdiction in which business is to be conducted under that name. For example, if Acme Corporation wants to do business as Top Notch Construction, it must file the proper certificates and sign official documents as "Acme Corporation d/b/a Top Notch Construction." The purpose behind the naming requirements is to prevent deception of the public and to allow parties to identify the entity with which they are transacting business.
If a business wants to change its official or assumed name, proper certificates and other documents must be filed with the SCC and, if applicable, circuit court clerks.
It is also important to note that the above requirements are applicable to businesses formed in and/or operating in Virginia. Other states will have their own rules for registration and use of business names. Legal counsel should be consulted to determine if your company's registrations are accurate and up to date.
Questions?
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This article is meant to bring awareness to this topic and is not intended to be used as legal advice.