Obtaining and Conducting Business Using A DBA
Own a Company but operating your business under a different name than originally used to form the business? Have you registered, filed, or recorded for a Doing Business As, “DBA”, or “d/b/a” also known as Trade Name, Fictitious Business Name or Assumed Name? Depending on how your company is organized you will need to file or record for a DBA or Trade Name. If you are conducting business under a fictitious name that has not been filed or recorded, your company could face fines, penalties, or in some cases exposure to lawsuits.
Sole-Proprietorships & Partnerships
Sole-proprietorships and partnerships use DBAs and Trade Names to operate and conduct business under a name different than the name of the owners or partners. A company set up as a sole-proprietorship or partnership conducting business under a different or assumed named than the true surname of each person having an ownership interest in the company will need to file a Verified Statement before conducting business under a DBA.
What is a Verified Statement?
A Verified Statement is the document used and recorded to operate and conduct business under a DBA. The Verified Statement will include the fictitious business name the sole-proprietorship or partnership desires to conduct business as. Additionally, the Verified Statement must include the name and address of every person having an ownership interest in the company and the address where business is conducted. Once notarized, the Verified Statement must be recorded at the county recorder’s office of the county in which business is to be conducted.
Corporations and LLCs
Similarly, Corporations and LLCs must first file for a DBA designation before conducting business using a name other than the name the corporation or LLC was organized as. However, corporations and LLCs will also need to file for a DBA, if the corporation or LLC intends to open bank accounts or advertise using their fictitious business name. Corporations and LLCs file a Resolution to Adopt Fictitious Name with the Iowa Secretary of State.
Definition of a Resolution to Adopt Fictitious Name
A Resolution to Adopt Fictitious Name is the form used to certify the Board of Directors of a corporation or voting members or managers of an LLC have agreed to conduct business under a DBA. The form can be found on the Iowa Secretary of State’s website. You will need to include the name of the person making the filing, the name of the business entity as it was organized, the type of entity the company was organized as, and the fictitious name the business entity wishes to adopt. The filing can be made by the secretary or presiding officer of a corporation and an authorized person of an LLC.
Consequences
A DBA does not shield an owner of a sole proprietorship or partnership from personal liability. The owner and business may still be sued for damages. Under the Iowa Code, a company conducting business under a DBA that is not properly recorded or filed faces civil penalties for each offense (each day the business operates in violation will be a separate offense) until corrected.
If you are forming a business or own a business, we recommend that you consult with an attorney to ensure you are complying with Iowa law when filing for or conducting business under a DBA.