Our DBA column held a fee, and in California the fee is the small half of the bill

Our state table carried a column headed DBA with a fee in every cell. It was the wrong shape for the question, and I did not see that until a reader in California asked why our figure did not match what she had just paid. Our figure was the county filing fee. Her bill included 4 weeks of newspaper advertising, which is compulsory where she lives and does not exist at all in the state we had used to build the column.

What is a dba and when do you need one has a short answer and a long one. The short answer is that a DBA is a registration of a name, not a company, made because a business is trading under something other than its legal name. The long answer is that the word covers 2 completely different systems in 2 states, and the parts that catch people are not the fee.

I have set the 2 regimes side by side below. I used the filing pages themselves, not a summary. Do not price this from a table before you know which system you are in, and I say that as somebody who published such a table.

California files with a county and buys newspaper space

The filing is called a fictitious business name statement, it goes to the county clerk rather than to the state, and the clock starts when you begin trading rather than when you decide to register.

“A Fictitious Business Name shall be filed within 40 days of first transacting business.” Once registered it runs for 5 years, and it has to be re-registered before that date expires or earlier if the business location changes.

Then the part that is not a fee and behaves like one. “Once a Fictitious Business Name statement is filed, it must be published in an adjudicated newspaper one day per week for four consecutive weeks.” And the publication has its own deadline sitting inside the first one: “Publication must start within 45 days of filing the statement with the County Clerk's office.”

Count what that adds up to: 2 deadlines, 1 recurring expiry at 5 years, and 1 compulsory advertising spend. Only the first of the four looks like paperwork.

I noticed one more thing on the county page. It says many adjudicated newspapers will file the statement for you, which tells you something about how the system actually runs. The advertiser and the filing agent are often the same business.

New York files with the state and bans 5 words

Cross the country and almost nothing carries over. A different office, a different clock and a different kind of cost. A corporation or LLC in New York conducts business under an assumed name by filing a Certificate of Assumed Name under section 130 of the General Business Law, and it goes to the Department of State in Albany rather than to a county.

I expected the New York number to be the bigger one. It is not. The dba registration cost there is 25 dollars, flat, with no advertising attached to it. Checks above 500 dollars have to be certified, which is a detail that only matters if you are filing several at once.

The constraint that surprises people is in the name itself. An assumed name “cannot contain words such as ‘Corporation,’ ‘Incorporated,’ ‘Limited,’ ‘Limited Liability Company,’ ‘Limited Partnership,’ or their abbreviations”.

Read that against what a DBA is for. An LLC that wants to trade under a shorter name may not put LLC on the end of it, so the suffix that signals limited liability is the one thing the assumed name may not carry. The company keeps its 3 letter suffix. The trading name is not allowed to carry it, which is the opposite of what most people assume when they file.

Two more requirements sit in the boxes. The principal place of business has to be a number and a street, and “A post office box is not acceptable”. And the certificate asks for the county or counties where business is or will be done, with the note that “New York City consists of five counties”, so a single city address can require you to think about which of the 5 you are actually in.

The addresses in the location box must fall inside the counties you listed. I read those 2 boxes twice before I understood they check each other.

The list of banned words is longer than the 5 quoted above, and the page does not print it. It points instead at subparagraphs (3) through (11) of paragraph (a) of section 301 of the Business Corporation Law, with parallel provisions at section 301 of the Not-for-Profit Corporation Law, paragraph (3) of subdivision (a) of section 121-102 of the Revised Limited Partnership Act, and subdivisions (d) through (i) of section 204 of the Limited Liability Company Law. Four separate statutes govern one field on one form.

I suspect most rejected certificates die on that field rather than on anything substantive, but that is a guess: New York does not publish rejection reasons and I have no way to test it.

Who signs is also fixed. An officer of a corporation, a general partner of a limited partnership, or a member or manager of an LLC, with an attorney-in-fact permitted in all cases provided the filing names the person being acted for. The certificate goes to One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, on paper, typed or printed in black ink of sufficient darkness to be reproduced.

An aside about the receipt

One line on the New York page has nothing to do with names and I have not stopped thinking about it since I read it. “The receipt is your proof of filing.” And then, plainly: “The Department of State does not issue duplicate filing receipts to replace those lost or destroyed.”

So the evidence that you registered the name is a piece of paper posted to you once, and if it goes missing the issuing office will not replace it. I have seen founders keep share certificates in a drawer and treat the receipt from a name filing as junk mail. That is the wrong way round, and it is a filing cabinet problem rather than a legal one. Anyway, back to the 2 systems.

Why the comparison column was wrong

Our table asked what a DBA costs and answered with a number. The number is meaningful in New York and close to meaningless in California, where the compulsory advertising is a separate purchase from a separate business and the price depends on which paper you use.

I had assumed the difference between states in this area was the size of the fee. It is the existence of entirely different obligations, and no single column can hold that. We have split the column into 4: who receives the filing, what triggers the clock, how long it lasts, and whether publication is required.

That is the second time this year a column in that table has turned out to be 3 or 4 questions wearing one heading, and both times I found out from a reader rather than from a review, which tells me the review is not looking for the right thing: I check whether the cells are correct against the source, and what goes wrong is that the heading asks a question the source does not answer in one number. I do not have a fix for that yet.

Dba vs llc name, which is the question underneath

The dba vs llc name question is really about which document a name lives in. Two names, 2 documents, 1 company.

I keep 2 sentences in my head for this. The LLC name is the entity's legal name, fixed at formation and changed by amendment, and it is the name that appears on the certificate the state issued. The assumed name is a registration that says the entity also trades as something else. Filing one does not create a company, does not change the entity's name, and does not appear to grant anything beyond the registration itself.

I want to be careful with that last clause. Neither the California county page nor the New York state page promises any exclusive right to the name. Whether a filing helps or hinders a trademark position is a different body of law which I have not read for this file, and I am not going to summarise it from memory.

When you actually need one

When the name on the invoice is not the name on the formation document. I would treat that as the trigger in both systems. They say it in different words.

In California the clock is running from the day you first transact business under the name, so the registration follows the trading rather than preceding it, and 40 days is not very many.

In New York the requirement attaches to conducting business under the assumed name and the certificate has to be signed by an officer, a general partner, or a member or manager of the LLC, which means somebody with authority has to look at it rather than an assistant.

A bank will usually ask for the filing before it will accept payments made out to the trading name. That is not in either source above and I am flagging it as practice rather than as a rule.

My instinct is that the bank requirement is what actually drives most of these filings, more than the 40 day rule does, because a deadline with no visible enforcement moves people less than a payment that will not clear. I would not defend that as more than an instinct either. Neither the county nor the Department of State publishes anything about why filings arrive when they do.

I find it hard to look at the California timetable without irritation on behalf of whoever has to run it. Forty days to file from a date you may only be able to identify in hindsight, 45 days from filing to start the advertising, 4 weeks of it, and a 5 year expiry to remember afterwards. That is 4 dates for the privilege of trading under a shorter name.

One thing I would add to any table on this subject, having now built the wrong version of it twice. Put the trigger in its own column before the cost. In California the trigger is transacting business, in New York it is conducting business under the assumed name, and those phrases came from 2 different drafters who were not reading each other. A reader who knows which event starts their clock can go and find their own fee. A reader who has our fee and not our trigger has the easy half.

What I cannot tell you

What the 4 weeks of publication cost in your county. Prices are set by the adjudicated newspapers rather than by the clerk, they vary by paper, and no page anywhere collects them into a list, so the only honest answer is that the 40 day clock and the 45 day clock are published and the price attached to them is not.

Whether your state looks like either of these. I read 2 of 50 for this file, and the whole point of the file is that the 2 do not resemble each other, so I would not generalise from them to a third.

What I got wrong is worth keeping in view. I priced a registration by looking at the receipt from the government and stopped there, in a state where the government is not the only party you have to pay. The reader who wrote in was not correcting our arithmetic at all. She was correcting the question, which is a more useful kind of correction and a more annoying one to receive.