When operating your business in Pennsylvania, you may refer to it by a name other than what was registered with the Department of State. This is known as a fictitious name. You can think of it as a nickname for your business. While the ability to call your business by a fictitious name affords you flexibility, there is a registration process governing how and when the name may be used.
Pennsylvania’s Fictitious Names Act (FNA) requires any business operating in the Commonwealth of Pennsylvania to register all fictitious names with the Department of State. According to the Act, a fictitious name is “any assumed or fictitious name, style or designation other than the proper name of the entity using such name.” In this context, a proper name is considered what the original name of your entity was when filed with the Department of State. For example, let’s say someone named Al launches a business and names it ABC Corp. Later, the business becomes known in the community as Al’s Rugs. Al now has a duty to register “Al’s Rugs” as the fictitious name of ABC Corp.
Why All the Fuss?
“America is the land of free enterprise,” you say. “Why is the government forcing me to register my nickname?” While we applaud your love of free markets, you must understand that in order for free markets to operate properly, businesses must have a level of transparency with the general public. The reason we ask businesses to register a fictitious name is to ensure that the identity of the owner is documented. This allows creditors to find the person who is doing business under the fictitious name, lets consumers investigate who they are buying goods and services from, and allows the company who registered the fictitious name to open bank accounts, accept payments, and offer themselves to the world under that name. It does not matter if you are a sole proprietorship, an LLC, a partnership, or a corporation; every entity in Pennsylvania must legally comply with the FNA for the public good.
Should you forego registration, failure to comply may trigger Pennsylvania’s Consumer Protection Law, which may amount to thousands of dollars in fines.
Just Do It
In order to register a fictitious name, you must file the Fictitious Name Registration Form DSCB:54-311 with the Pennsylvania Department of State, enclosed with the $70 fee. This may also be done online through the Department of State’s online portal. Your fictitious name application must contain the following information:
- State fictitious name. The form will explain if there are restrictions on use of designators such as “corporation” or “limited,” “LLC.” Using the words “company” or “co.” by a sole proprietorship is permissible.
- Briefly explain the character or nature of the business activity.
- Include the address of your principal place of business.
- Include the name and address of each person or entity involved.
Finally, you must publish an advertisement that confirms the fictitious name registration. This is only applicable if there is an individual listed in Box 4 of the form. If the registration does not list an individual, then advertising is not required. You must place the ad in two newspapers inside the county that the business is located. See 15 Pa.C.S. §102 for more information on publication guidelines.
Overall, Pennsylvania’s fictitious name requirements are easily met. Doing so will help the you stay compliant and officially hold your business out to the community by your new name.