Full question:
A client of mine operated a small restaurant since year 2000. He bought the business from a previous owner and was never informed that the business is under an LLC. He filed his taxes as a sole proprietor, he wants to Incorporate and use the same name. The company is register under the old owner's name. What can we do to still operate as a corporation under the old name?
- Category: Corporations
- Date:
- State: California
Answer:
The answer depends on whether your friend is authorized to operate the business under the old name, according to the LLC governing documents bylaws and terms of the sale of the restaurant. It is possible that he owns or was assigned the trademark on the name as part of the sale. In that case, he may just need to amend the doing business as certificate. We suggest you contact a local attorney who can review all the facts and documents involved.
The procedures for registering a "fictitious name" for a sole proprietorship or partnership vary by state. In some cases, the small business owner simply fills out a form—known as a "doing business as" form or DBA—available at its city or county offices, has the form notarized, and pays a registration fee ranging from $10 to $100. In other cases, the small business owner is required to print a legal notice announcing the fictitious name in a local newspaper.
For further information, please see the following CA statutes:
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=bpc&group=17001-18000&file=17900-17930
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=bpc&group=17001-18000&file=17900-17930
http://www.leginfo.ca.gov/cgi-bin/waisgate?WAISdocID=1532229495+0+0+0&WAISaction=retrieve
This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.
