Many businesses operate under a fictitious name, otherwise referred
to as “doing business as” or “d/b/a.” There are many reasons for this
use, but primarily, a company can use a catchy business name, like when a
franchise opens a “T.G.I.F.” or “McDonalds,” but the company’s actual
corporate name is not as exciting.
According to the Virginia Supreme Court, Virginia requires a company
operating under a different name to file that name with the court and
the State Corporation Commission “to prevent fraud and to compel an
individual or a corporation to disclose the name of the real owner of
the business, in order that the person or corporation may sue in or be
sued by the proper name.”
Virginia statutes set forth the process for registering your
fictitious name. For restaurants or other single location businesses,
the process is pretty simple. First, you file a fictitious name certificate
with the court clerk in the jurisdiction where your business is
located. After the certificate is recorded, you file the certified copy
with the State Corporation Commission.
Problems can arise for construction companies and other types of
businesses who transact business in several localities. For those
companies, you must file a fictitious name certificate in each county or
city where you conduct business. We have had several matters in which
these types of businesses failed to properly register their fictitious
names in all the jurisdictions where they conduct business. For one
thing, those entities cannot bring a lawsuit to collect monies due until
they rectify that problem.
“Doing business as” is just another issue to consider when you set up
your company. Make sure you fully advise your lawyer so all of your
filings can be completed early, and correctly.
Tarley Robinson, PLC, Attorneys and Counsellors at Law