What is an Assumed Business Name?

In North Carolina, businesses are required to operate using their official, registered name. Any name other than the official, registered name is legally an “assumed business name,” which is sometimes referred to as a DBA, a “doing business as” name, or a “fictitious name.”

In today’s blog, I’ll share an example of why a business would seek an assumed name and how to obtain an assumed name business certificate.

Why do Businesses Seek an Assumed Name?

You remember our old friend Joe Fitnessbuff, right? Joe, you may recall, owns a local chain of small gyms. After reading our blog post series about choice of entity and consulting with his attorney, Joe decided to organize a limited liability company for his business. With the help of his attorney, Joe formed Fitnessbuff Operating Co., LLC. Unfortunately, Fitnessbuff Operating Co., LLC isn’t the snappiest of names and is far too long to fit on his business card. Joe would like to operate his business as “Joe’s Gym.” But it’s not as simple as just putting up a new sign, getting some employee T-shirts made, and successfully rebranding as Joe’s Gym.

For Joe, any name other than Fitnessbuff Operating Co., LLC will be an assumed business name.

Assumed Business Name Certificates

Fortunately for Joe, North Carolina General Statutes § 66-71.4 does allow a business to operate under an assumed business name if it files an assumed business name certificate. An assumed business name certificate must contain all the following information:

• The assumed business name under which the company would like to operate
  • A company may operate under multiple assumed business names but may list no more than five names on any one certificate
  • An assumed business name may not contain words indicating a particular entity choice, such as “corporation,” “incorporated,” “LLC,” or “limited partnership,” unless those words accurately describe the entity choice of the company seeking to operate under the assumed business name
• The official, registered name of the company
• The nature or type of the business
• The street address of the principal place of business
• Each county in which the business will use the assumed business name
  • Businesses may choose particular counties or simply state that they may operate in all 100 counties in North Carolina

Once the certificate is completed, it must be signed in the company’s name by someone authorized to act on behalf of the company. In the case of Fitnessbuff Operating Co., LLC, that would be Joe Fitnessbuff, signing as company manager. The certificate must then be filed in the office of the register of deeds of one of the counties where the company will engage in business. Previously, the law required a certificate to be filed in every county where the company would do business. Thankfully, the law changed in 2017 to create a state-wide, searchable database of assumed business name certificates  and to require filing in only one county.

Assumed Business Names, Trademarks, and Intellectual Property

Once Joe has filed his assumed business name certificate, he can operate his company as Joe’s Gym. But that doesn’t mean he has a monopoly on using that name or that he’s necessarily legally allowed to use it. While a discussion of the complexities of trademark law is outside the scope of this post, business owners need to remember that assumed business names and trademarks are not one and the same. For example, a business can file an assumed business name certificate and still be unable to use the DBA they selected if it infringes on another company’s trademark. Similarly, Fitnessbuff Operating Co., LLC having filed an assumed business name certificate for Joe’s Gym doesn’t necessarily prevent someone across the state, or even just across town, from using that name – Joe would likely need to register a trademark with the North Carolina Secretary of State and take other steps to protect the exclusive use of the name.

How Do I Get Started?

Preparing and filing an assumed business name certificate is a relatively simple process, but you can still benefit from the assistance of experienced corporate counsel. In addition, if you need help ensuring compliance with North Carolina’s assumed business name laws, filing or amending a certificate, or protecting your business name from competitors, contact us here.

Edward B. Woodall is an attorney at Venn Law Group who works in corporate law and commercial real estate, including leasing, financing, taxation, business structures, and dispute resolution. He is passionate about helping business owners solve a variety of complex legal problems and has performed more than 100 hours of pro bono work. In addition to his law degree, he also has a background in history and Spanish.