Posted by James Murphy on October 1, 2014
Is an LLC Conducting Business in Florida Required to File a Fictitious Name Registration?
In Florida, a Fictitious Name means any name under which a person transacts business in this state, other than the person’s legal name. A Fictitious Name Registration is required if the business uses any name other than their properly registered corporate name, partnership name, or limited liability company name. The name of a limited liability company (LLC) must end with the words Limited Liability Company, or the abbreviation L.L.C., or the designation LLC. If an LLC were to transact business without using the full legal name of the LLC, including the full ending, it would not be using its properly registered LLC name. For instance, if “Jacksonville Business, LLC” was presenting itself to its customers and vendors as “Jacksonville Business” it would need to register as a Fictitious Name “Jacksonville Business.” However, if “Jacksonville Business, LLC” was presenting itself to its customers and vendors as “Jacksonville Business, LLC” it would not need to register a Fictitious Name as long as “Jacksonville Business, LLC” was a properly registered FL LLC.
There are some exemptions listed in Chapter 865.09 Florida Statutes, including those for a business formed by an attorney actively licensed to practice law in the state of Florida. A business intending to operate under one of these exemptions should consult with a qualified attorney to ensure they are in compliance.
There are consequences for operating a business in violation of the Fictitious Name Registration requirements. A business and its owners may not maintain any action, suit, or proceeding in any court in the State of Florida until it complies with the requirements of the Fictitious Name Registration statute. There may be penalties and fees for late registration. Perhaps more significantly, pursuant to Section 865.09(9)(c) Florida Statutes, any person who fails to comply with this section commits a misdemeanor of the second degree, punishable as provided in s. 775.082 or s. 775.083.
The cost of complying with the Fictitious Name Registration Statute is relatively low compared to the consequences of failing to register. Businesses must follow the requirements of Florida Law and the Division of Corporations of the Florida Secretary of State’s Office. Most of the requirements can be accomplished online but businesses are encouraged to closely follow the rules of registration to ensure its’ desired Fictitious Name is available and not someone else’s protected intellectual property. Additionally, businesses are required to properly advertise the intent to utilize a Fictitious Name Registration in a newspaper in the county in which the principle place of business will be located. The newspaper must be a newspaper as defined in chapter 50, Florida Statutes. For example, in Jacksonville, Florida most companies advertise intended fictitious names in The Daily Record.
Murphy & Ellis, PLLC, Jacksonville Business Attorneys LLC Fictitious Name Registration
The attorneys at Murphy & Ellis, PLLC, James Murphy and Rob Ellis, have an extensive background in business law and provide services in contract law, corporate formation and maintenance, general business transactions, business litigation, insurance law, dispute resolution and other areas. To schedule an appointment to discuss your LLC or other matter, contact Murphy & Ellis, PLLC, at 904-342-6009 today.