Many businesses choose to operate under a Fictitious Name, Trade Name, or a “Doing Business As” (DBA), instead of using their business’s official entity name. For example, Main Street Painting Company, INC wants to use the trade name/DBA of “Main Street Painting.” That DBA then needs to be registered with the Florida Division of Corporations. In order to do that, you can create your new DBA on sunbiz.org quickly and easily. If you are purchasing an existing business and the DBA will be included as tangible assets being sold (consult your Asset Purchase Contract or business broker to confirm) then, with the cooperation of the seller, you need to transfer the ownership of the DBA or Fictitious Name.
Setting Up A New Fictitious Name or DBA
- First, you need to make sure that the Fictitious Name you intend to use is free. So, use the “Search Records” option on the menu. Once there, scroll down to “Fictitious Names” under “Search By” click on “Fictitious Name” and then type in the name you want to use in the search box. A list of Fictitious Names related to the name you typed in will come up and you can see everything on the system that matches or is a close match to what you typed in. If your desired name is free, then go for it. If it is close to something else or “inactive” then the Florida Division of Corporations could ask you to choose a different name, and if that happens, you obviously just need to select something else. Once you have a name that you’d like to use, go ahead and start setting up your Fictitious Name or DBA.
- When you are ready to file, then click on “Start A Business” on the menu. A dropdown will appear, and you need to choose what you’d like to do. Select “Fictitious Name Registration” from the list under “Start E-File.” Follow the instructions on starting a new filing. You will also need to pay the fees. At the time of this publication, the filing fee for a new registration is $50.
- You will need a Florida address on your filing. Please be advised that you cannot use a P.O. Box. Often the closing attorney handling the sale of your business will allow you to use their address for a fee if you don’t have any other Florida address to use. You can always change your registered address later.
- According to sunbiz.org, the name you register must be advertised at least once in a newspaper that is located within the county where your principal place of business is located (Chapter 50, Florida Statutes). However, proof of advertisement is not required. You, the applicant, certify the name has been advertised when you sign the application.
- If you have state licensing through the Department of Business and Professional Regulation (DBPR), Fictitious Names often need to be registered with them as well, so check with the DBPR to see if that is required for your particular license.
Transferring the DBA/Fictitious Name
- First, you need to make sure that the Fictitious Name you intend to use is registered with the state of FL. So, on sunbiz.org, use the “Search Records” option on the menu. Once there, scroll down to “Fictitious Names” under “Search By” click on “Fictitious Name” and then type in the name you want to transfer in the search box. A list of Fictitious Names related to the name you typed in will come up and you can see everything on the system that matches or is a close match to what you typed in. If it’s there, then it’s registered, and you can transfer it to a new owner. If it’s not there, then the current owner hasn’t registered it, so you will need to set up a new registration, using the instructions above.
- Print out the “Fictitious Name Detail” page, because you will need this info to help you will out the necessary form to transfer.
- On sunbiz.org find the “Forms and Fees” option on the menu and scroll down to “Fictitious Name.”
- Under “Forms” click on “Fictitious Name Registration (PDF)” and then the fillable PDF will open. You can either fill it out by typing in the answers, then print it out and mail it in, or you can print the form and fill it out by hand in blue or black ink, then mail it in. Either way, please note that you cannot e-file or use the online forms to transfer ownership of the DBA/Fictitious Name. Follow the instructions on the form and on the previous Fictitious Name page for submitting your form and fees.
- Enter the name of the DBA you are transferring along with your address and other company information in Sections 1 through 3 of the application. Sign the application where indicated.
- Enter information about the currently-listed owner of the DBA in Section 4 of the application using the "Fictitious Name Detail" page as a reference. Have an authorized representative of the currently-listed owner sign Section 4 where indicated.
- Mail in the application to the address indicated.
- Search on sunbiz.org to confirm the "Fictitious Name Detail" has been updated to reflect new ownership of the Fictitious Name.
Of course, you can always pay your closing attorney to do this for you (normally they charge $150-$200), but please note that it is an extra added service, and not included as part of the normal closing costs for a business asset sale.