Legal Question in Business Law in California

If I understand you correctly, you have two options. Form Sunshine Dance, LLC and you won't need a d/b/a (which is filed with the county) or form Orbits, LLC and file a d/b/a with the county (Orbits, LLC doing business as Sunshine Dance).

Well, let's start with stating whatever is actually true. The truth is a good thing. If you start an LLC, you will need to use your real names...and then if the LLC is to operate a fictitious name (dba) like "Orbits", you can file that dba with the local county authorities...assuming that your names are not in conflict with other legal entities and/ or trademarks.

Additionally, if you are forming an LLC, which is one of the worst tax categories, you may want to reconsider that strategy. If you would like a FREE memorandum on the advantages and disadvantages of various legal entities, just send us an email.

By Grace...

Shawn Jackson ESQ. (707) 584-4529

Business Development Attorney

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I agree with Mr. Jefferson. The expression "d/b/a/" means "doing business as." When any business uses a name other than its "real" name, the name is called a fictitious business name, often abbreviated "d/b/a" and it must register the fictitious name by publishing a boilerplate legal notice in a local newspaper and filing a notice with the county clerk of the county where it has its principal business office. This is all covered in the Business and Professions Code at sections 17900 through 17930. The purpose of the law is to give consumers a way to figure out who they are actually doing business with. Corporations and LLCs that use the name under which they were formed don't need to register their names because they are not fictitious under the law. So, if your LLC is "Sunshine Dance, LLC" and you do business as "Sunshine Dance" and occasionally add the "LLC" (in contracts, on your stationery, etc.) you'll have no need, and indeed no possibility, to register it as a fictitious name.

This is an important issue and great that you are investigating it before taking steps. There are many factors to consider. What is your "end game" with the dance studio? Do you just want a dance studio? Do you want to have a dance studio, and maybe branch into additional products and services related to dance? Do you want to be able to sell the business? Based on your answer, your LLC name will be impacted.

You do not want to name your LLC dance studio, if you think you will do any other business than just dance studio. Also, if you think you want to sell the business, you may not want to use your names, or if you think one member may not be in for the long haul, you may not want to use that name. Tax authorities have been known to look at the name of the LLC such as "Smith & Jones, LLC" to indicate tax liability, even is "Smith" or "Jones" are no longer part of the business and the governing documents say otherwise.

Also, you cannot use names such as bank, trust, trustee. California law requires the name include LLC, Ltd., Limited Liability Company, or L.L.C. You cannot use any other similar name or reserved name. You can search availability on line.

You can choose a more general name and then obtain a Fictitious business name for the Dance Studio. So you could name it Orbit, LLC. Then have a d/b/a Sunshine Dance Studio. If there's a need to expand, get another d/b/a, "Sunshine Fitness". and then if you develop a product, d/b/a. "Sunshine Sport Drink".

The best advice is to speak with an attorney to develop your business plan, and end game. Work from there to develop a marketing plan that would include the best name for your goals.