Dec 2011 , Vol. VI, No.1

Fictitious Names, Real Consequences: Avoiding Potential Repercussions of Choosing the Perfect Business Name

Authored by Christopher Colby

Choosing a fictitious name for your business or firm requires more than deciding what sounds catchy and might attract clients. Although it may be low on your priorities list when trying to jump-start a new business, ensuring that your fictitious name is identified and filed in the right places is an issue that demands attention. Ignoring your obligations could result in significant consequences.

Once you have selected the fictitious name that you will “do business as” or “trade as,” you must sign and acknowledge a certificate that identifies the fictitious name of the business and the business’s owner(s). The certificate must be filed with the clerk of court for the city or county in which you will conduct your business. Certain limited partnerships, limited liability companies, and corporations must take the additional step of filing an attested copy of the certificate with the clerk of the Virginia State Corporation Commission.

For requirements that seem minor and straightforward, the consequences of neglecting fictitious name obligations range from irritating to devastating. For instance, failure to file the appropriate certificate with the clerk of court or State Corporation Commission could result in a misdemeanor conviction, leading to a fine of up to $2,500, and a jail sentence of up to a year. The Virginia Code even encumbers an individual or business’s ability to enforce legal rights if the individual or business has failed to properly file its fictitious name. The non-compliant person or entity cannot maintain a court action unless and until the filing obligations have been fulfilled. In other words, you would be delayed in recovering a contract fee from an owner in court if your fictitious name is not properly filed.

Given these consequences, compliance with fictitious name requirements is paramount. A moderate expenditure of time to fulfill your obligations when starting your business could avoid significant amounts of lost time and money (and possibly even jail time) in the future.

Authored by attorney Christopher Colby,, these articles are meant to bring awareness to these topics and are not intended to be used as legal advice.
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