This post is based on an answer that I provided on Avvo. The user wanted to know whether he could assign a fictitious business name (FBN) – or, colloquially, assign 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 if one wants to assign a DBA / FBN.
- Applicable provisions of the California Business and Professions Code do not address whether one may assign a DBA / FBN for which the FBN statement already has been filed.
- However, Business and 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 (the user no longer is the sole proprietor). 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 and 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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- All posts about fictitious business names
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.