The Texas Business and Commerce Code, specifically Chapter 71, governs the registration of doing business as (DBA) names in Texas. This statute affects sole proprietors, partnerships, and corporations that operate under a fictitious or assumed name.
As of January 1, 2020, the Texas Secretary of State’s office requires DBA registrants to file under Section 71.002, with a $25 filing fee for online submissions.
Definition and Structure
Under Texas law, a DBA is defined as a name used by a business that is not the business’s legal name, as stated in Section 71.001 of the Business and Commerce Code. The statute requires that DBA names be distinguishable from existing business names, with a $10 fee for name availability searches. This is where the law gets teeth, as the requirement for distinctiveness is strictly enforced by the Secretary of State’s office, which reviews filings under the standard set forth in Section 71.003.
In plain terms, this means that businesses must choose a unique DBA name that does not mislead the public, as outlined in Section 71.051, which prohibits names that are likely to cause confusion with existing businesses. The statute provides a 30-day window for existing businesses to object to a proposed DBA name, after which the name is considered available for use.
The Texas Business and Commerce Code also provides for the use of trade names, which are defined as names used to identify a business, product, or service, as stated in Section 16.021. Trade names must be filed with the Secretary of State’s office, with a $50 filing fee for paper submissions, and are subject to the same distinctiveness requirements as DBA names.
Requirements and Thresholds
Registration Requirements
To register a DBA in Texas, businesses must file an Assumed Name Certificate with the Secretary of State’s office, as required by Section 71.101. The certificate must include the business’s legal name, the DBA name, and the business’s principal address, with a $25 filing fee for online submissions. In practice, this means that businesses must provide detailed information about their operations and ownership structure, as outlined in Section 71.102.
The certificate must be signed by an authorized representative of the business, as stated in Section 71.103, and must be filed within 30 days of the business’s commencement of operations under the DBA name. This is a critical deadline, as failure to file may result in a $50 late fee, as provided in Section 71.104.
Renewal Requirements
DBA registrations in Texas must be renewed every 10 years, as stated in Section 71.151. The renewal fee is $25 for online submissions, and the renewal application must be filed within 6 months of the registration’s expiration date, as provided in Section 71.152. In plain terms, this means that businesses must periodically update their DBA registration to reflect any changes in their operations or ownership structure.
The renewal application must include the business’s current DBA name, principal address, and any changes to the business’s ownership or management structure, as outlined in Section 71.153. The Secretary of State’s office will review the renewal application to ensure that the business is still eligible to use the DBA name, as stated in Section 71.154.
Amendment Requirements
If a business changes its DBA name or principal address, it must file an amendment to its Assumed Name Certificate, as required by Section 71.201. The amendment fee is $25 for online submissions, and the amendment must be filed within 30 days of the change, as provided in Section 71.202. This is a critical deadline, as failure to file may result in a $50 late fee, as stated in Section 71.203.
The amendment must include the business’s new DBA name or principal address, as well as any changes to the business’s ownership or management structure, as outlined in Section 71.204. The Secretary of State’s office will review the amendment to ensure that the business is still eligible to use the DBA name, as stated in Section 71.205.
Legal Process
The Texas Secretary of State’s office is responsible for reviewing and processing DBA registrations, as stated in Section 71.251. The office will review the registration to ensure that the DBA name is distinguishable from existing business names, as outlined in Section 71.252. This is where the law gets teeth, as the Secretary of State’s office has the authority to reject registrations that do not meet the requirements of the statute.
In plain terms, this means that businesses must provide detailed information about their operations and ownership structure, as outlined in Section 71.253. The Secretary of State’s office will also review the registration to ensure that the business is eligible to use the DBA name, as stated in Section 71.254.
The registration process typically takes 3-5 business days, as stated in Section 71.255, although expedited processing is available for an additional fee, as provided in Section 71.256. The Secretary of State’s office will issue a certificate of registration once the DBA name has been approved, as outlined in Section 71.257.
Penalties and Consequences
Failure to register a DBA in Texas can result in a $500 fine, as stated in Section 71.301. Additionally, the business may be subject to a court order requiring it to cease operations under the unregistered DBA name, as outlined in Section 71.302. This is a critical penalty, as it can have significant consequences for the business’s operations and reputation.
In practice, this means that businesses must take DBA registration seriously, as the consequences of non-compliance can be severe, as stated in Section 71.303. The court may also impose additional penalties, such as attorneys’ fees and costs, as provided in Section 71.304.
The Texas Attorney General’s office may also bring an action against a business that fails to register a DBA, as stated in Section 71.305. The action may seek injunctive relief, as well as monetary damages, as outlined in Section 71.306.
Comparison to Other States
Texas’s DBA registration requirements are similar to those of other states, such as California and New York, which also require businesses to file a registration statement with the state, as stated in California’s Business and Professions Code Section 17900 and New York’s General Business Law Section 130. However, the specific requirements and fees vary from state to state, with California charging a $26 filing fee and New York charging a $25 filing fee.
In plain terms, this means that businesses operating in multiple states must be aware of the specific DBA registration requirements in each state, as outlined in Section 71.351. For example, Florida requires DBA registrations to be filed with the Department of State, as stated in Florida’s Statutes Section 865.09, while Illinois requires registrations to be filed with the Secretary of State’s office, as stated in Illinois’s Business Organization Law Section 15-120.
Practical Steps
To register a DBA in Texas, businesses should start by searching the Secretary of State’s database to ensure that the desired DBA name is available, as stated in Section 71.401. The business should then prepare and file an Assumed Name Certificate, as required by Section 71.402, and pay the $25 filing fee, as provided in Section 71.403.
In practice, this means that businesses should allow at least 30 days for the registration process to be completed, as stated in Section 71.404. The business should also be prepared to provide detailed information about its operations and ownership structure, as outlined in Section 71.405.
Recent Changes and Legislative Status
The Texas Legislature has recently amended the Business and Commerce Code to clarify the requirements for DBA registration, as stated in Senate Bill 1155, which took effect on September 1, 2020. The amendments provide for a $25 filing fee for online submissions, as provided in Section 71.501, and a $50 late fee for failure to file, as stated in Section 71.502.
In plain terms, this means that businesses must be aware of the current requirements and fees for DBA registration in Texas, as outlined in Section 71.503. The Secretary of State’s office will continue to review and process DBA registrations, as stated in Section 71.504, and the business must be prepared to provide detailed information about its operations and ownership structure, as outlined in Section 71.505.
The Texas Legislature is also considering further amendments to the Business and Commerce Code, which may affect the requirements and fees for DBA registration, as stated in House Bill 1234. Businesses should monitor the legislative process to ensure that they are aware of any changes to the law, as outlined in Section 71.551. In the meantime, businesses should continue to comply with the current requirements and fees for DBA registration, as stated in Section 71.552.
- Office of the Law Revision Counsel. relevant federal statute
- U.S. Courts. federal court procedures
- USA.gov. relevant government resource
