The Legal Blog

When you launched your business, did you spend hours brainstorming and getting opinions from others; changing your mind multiple times along the way, and finally selecting your perfect name?  Did you find a name that reflects the personality, objectives, and mission of your business?

Afterwards, did you protect that perfect name? Claim the URL, social media accounts, and registering its trademark?

But what should you do when that perfect business name isn’t perfect any more?  How do you legally change your name? How do you rebrand?

Rebranding is absolutely possible in Florida.  In general, a company is said to be “doing business as” when the name under which they operate their business differs from its legal, registered name. 

In Florida, when your business is doing business as a different name than its legal name, be sure to register the rebranded name as a Florida Fictitious Name.

What is a Fictitious Name?

In the state of Florida, the Fictitious Name Act requires any person (which, by definition, includes an individual, as well as a business entity) to register their “fictitious name” or “DBA” (doing business as) name with the Florida Department of State prior to conducting business in Florida.  “Fictitious name” means any name under which a person transacts business in this state, other than the legal name. 

Registration

Once registered, the fictitious name is valid for a period beginning on the date of registration or re-registration and expiring on December 31 of the 5th calendar year thereafter.  So basically, you register and pay once every 5 years.  The effect of registration is simply public notice only.   To register:

• Fill out and submit forms  
• Pay the $50 registration fee  
• Advertise in at least one newspaper in the county of your principal place of business  

Penalty

It’s important to know the penalties for not registering your fictitious name.

• If a business fails to comply, neither the business nor the person or persons engaging in the business may maintain any action, suit, or proceeding in any court of this state with respect to or on behalf of such business until the registration is filed. So basically, you would have to file a fictitious name registration prior to filing suit.
• The failure of a business to comply does not impair the validity of any contract, deed, mortgage, security interest, lien, or act of such business and does not prevent such businesses from defending any action, suit, or proceeding in any court of this state. However, a party aggrieved by a non complying business may be awarded reasonable attorney fees and court costs necessitated by the non complying business.
• Any person who fails to comply with this section commits a noncriminal violation.  Basically, this violation could lead to fines, forfeiture, or other civil penalty but no legal disability as a criminal offense. I am personally not aware of any prosecutions under this statute.

In summary, when you rebrand your business, since the cost of Fictitious Name registration in Florida is minimal ($50 for 5 years renewable plus newspaper advertisement), it’s good business practice to register your new rebranded name in Florida to protect your business and protect yourself. 

Are you and/or your business Florida based? If so and you need help with your Florida Fictitious Name Registration, we’re here for you. Contact us here.  

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