Can I assign my DBA to my new LLC?
This post is based on an answer that I provided on Avvo. The user wanted to know, among other things, whether he could assign a fictitious business name (FBN – or, colloquially, a DBA, short for “doing business as”) from his sole-proprietor business to a limited liability company (LLC) that he was about to form.
He probably would assign all of the sole-proprietor assets (and liabilities) to the new LLC. However, there are special considerations with respect to assigning a business’s FBN.
California Business & Professions Code Section 17920(b) provides that if any of the facts (other than certain addresses) set forth in the FBN statement filed with the county clerk change, the FBN expires 40 days later.
Upon assignment of the FBN to the LLC, the facts pertaining to who is using the FBN will change. Accordingly, the LLC should file a new FBN statement promptly following the assignment, and in any event within 40 days. Furthermore, every FBN expires in any event after five years (Business & Professions Code Section 17920(a)), so it is important file a new FBN statement before the end of the five-year period.
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This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact an attorney directly.
Dana Shultz is a business-savvy lawyer located in Northern California's San Francisco Bay Area (in the East Bay, near Oakland) who has in-depth knowledge of law, business, technology, and the needs of startup and early-stage companies.