by Bethany K. Laurence

You may need to register your business name with the local, state, or federal government -- especially if it's considered fictitious.

The name of your business is one of its most important assets. Once you've done the hard work of choosing your name and making sure that it's available for your use, you'll want to protect it in every way you can. This means following local and state laws that govern when you must register a fictitious (or assumed) business name. It also means filing for trademark protection at the state and federal level, if appropriate.

Registering the Name of a Corporation, LLC, or Limited Partnership

If your business is organized as a corporation, LLC, or limited partnership, in most states you automatically register your business name when you file your articles of incorporation, articles of organization, or statement of limited partnership with your state filing office. This ensures that no other corporation, LLC, or limited partnership in your state will be able to use the same name.

However, even though your official business name is automatically registered, if you plan to sell products or services under a different name, you must file an assumed name certificate or fictitious name statement. This is also required if you want to use your LLC name without the suffix "Limited Liability Company" or "LLC." For instance, a limited liability company formally organized as "XYZ Games, LLC" that plans to do business as "Games & More" or "XYZ Games" will have to file an assumed name certificate or fictitious name statement.

In most states, an LLC files an assumed name certificate or fictitious name statement with the Secretary of State or Department of Corporations. However, in some states, such as Massachusetts, an LLC needs to file a "doing business as" (d/b/a) certificate with its city clerk.

To see where your LLC must file an assumed name certificate or fictitious name statement in your state, see Business Name Registration on the U.S. Small Business Administration's website at www.business.gov.

Registering a Fictitious Business Name

Any business that doesn't use its legal name (the official name of the person or entity that owns the business) as part of its business name must comply with fictitious or assumed business name requirements. This means registering the name with a government agency -- sometimes the state, but usually your county clerk's office.

Why You Must Register Your Fictitious Business Name

States like to keep track of fictitious business names for a couple of reasons. One is to prevent customer confusion between two local businesses that use the same name. Another reason is to give customers a quick way to determine the owner of a company without having to hire a private investigator. This allows customers to easily contact the owners with a complaint or to take legal action against them.

There are plenty of reasons not to shrug off this requirement, the most practical being that many banks won't open an account under your business name unless you have proof that you have properly registered the name. Perhaps even more important, you won't be able to enforce any contract that you sign under the name. Finally, if you don't register your fictitious name, you aren't giving other businesses notice that it's already in use. If a competing business can't find out that you're already using the name, it might take it for its own -- and possibly take away some of your business as well.

How to Register Your Fictitious Business Name

In a few states you register your fictitious business name with the Secretary of State or other state agency, but in most states, including California, you'll register it at the county level. The result is that each county in your state may have different forms and fees for registering a name. The best thing to do is call your county clerk's office to find out its procedures, requirements, and fees.