Assumed Business Name Certificates in North Carolina

What is an assumed company name?

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

In today’s blog, I will give an example of why a company would look for a false name and how to obtain a false name business certificate.

Why do companies look for 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 on the choice of entity and consulting with his attorney, Joe decided to form a limited liability company for his company. With the help of his attorney, Joe founded Fitnessbuff Operating Co., LLC. Unfortunately, Fitnessbuff Operating Co., LLC isn’t the spiciest name and is way too long to fit on its business card. Joe wants to run his business as ‘Joe’s Gym’. But it’s not as simple as just putting up a new sign, having employees t-shirts made, and successfully rebranding it as Joe’s Gym.

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

Supposed company name certificates

Fortunately for Joe, North Carolina General Statutes 66-71.4 allows a company to operate under an assumed company name if it is a supposed company name certificate. A supposed business name certificate must contain all of the following information:

• The assumed company name under which the company would like to operate
  • A company may operate under multiple assumed company names, but may not list more than five names on a single certificate
  • A supposed business name cannot contain words that indicate a particular choice of entity, such as “corporation,” “incorporated,” “LLC,” or “limited partnership,” unless those words accurately describe the choice of entity of the company that intends to operate under the supposed trade name
• The official, registered name of the company
• The nature or type of business
• The address of the main office
• Any province in which the company will use the assumed company name
  • Businesses can choose certain counties or simply indicate that they can operate in all 100 counties in North Carolina

Once completed, the certificate must be signed on behalf of the company by someone authorized to act on behalf of the company. In the case of Fitnessbuff Operating Co., LLC, that would be Joe Fitnessbuff, who signs on as operating director. The certificate must then be filed with the Registry of Deeds Office of one of the provinces where the company will be doing business. Previously, the law required a certificate to be filed in each province where the company would do business. Fortunately, the law was changed in 2017 to allow a state-wide, searchable database of assumed business name certificates and to require it to be filed in only one province.

Assumed company names, trademarks and intellectual property

Once Joe has submitted his supposed business name certificate, he can run his business 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 beyond the scope of this post, business owners should remember that supposed business names and trademarks are not the same thing. For example, a company may submit a certificate of an assumed company name and still be unable to use their selected DBA if it infringes another company’s trademark. Similarly, just because Fitnessbuff Operating Co., LLC has filed a certificate with an assumed business name for Joe’s Gym doesn’t necessarily stop anyone in the state, or even across town, from using that name. Joe would probably have 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 start?

Drafting and filing a certificate with an assumed company name is a relatively simple process, but you can still benefit from the help of experienced corporate lawyers. In addition, if you need help complying with North Carolina’s supposed business name laws, filing or changing a certificate, or protecting your business name from competitors, contact us here.

Edward B. Woodall is an attorney with Venn Law Group who practices corporate law and commercial real estate, including leasing, financing, taxation, corporate structuring and litigation. He is passionate about helping entrepreneurs solve a variety of complex legal issues and has completed over 100 hours of pro bono work. In addition to his law studies, he also has a background in history and Spanish.