How Do You Register a DBA in Pennsylvania?
A DBA grants business owners the ability to conduct business under an assumed name. Also called a fictitious business name, DBA stands for “doing business as.” A DBA is an authorization by the state for your business to operate under an assumed name. Each state has different steps for filing. If you’re thinking about filing a DBA in Pennsylvania, we can help make sure you set up the right legal structure for your company. Give us a call or schedule a consultation today.
Why File for a DBA?
For sole proprietors and owners of LLCs, DBAs offer an affordable way to gain legal recognition for the secondary name of your choice.
- Sole proprietors: For sole proprietors starting a new business, DBAs are a budget-conscious way to gain legal status and work under a creative company name.
- LLC owners: If the name on your LLC paperwork and your business name differ, DBAs offer the opportunity to operate as an LLC under a different legal name.
A DBA provides privileges like the ability to open a bank account, create enforceable contracts and establish federal employer tax status (getting an EIN). It’s possible to file multiple DBAs, allowing a single LLC to operate different businesses under the same legal umbrella. If you’re starting a business or expanding your LLC in PA, get the proper legal recognition early on to start off on the right legal footing.
Three Steps to Register a DBA in Pennsylvania
The process for filing a DBA in Pennsylvania is fairly straightforward. Verify that the name you want is available, register with the state and publish an official notification.
1. Perform a Statewide Name Search
There are restrictions on the names you can select for your DBA. Typically, these include any names that may be misleading to consumers. Business owners must choose names that reasonable people will not mistake for educational or government entities, or other existing businesses. Ultimately, the Pennsylvania Department of State will have the final say. To see if the name you’d like is available for request, perform a search using the DOS portal.
2. Register Your DBA
Registration of a DBA in Pennsylvania requires submitting form DSCB 54-311 with the Department of State. You’ll need to submit the name, a description of the activities you’ll be conducting and a collection of personal information. Filing in PA requires a nonrefundable fee — regardless of approval status — but veterans may qualify for an exemption.
3. Publish Your DBA
The DBA process exists to protect consumers, letting them know who is behind businesses in their neighborhood. After filing, businesses are required to publish official notification in their local newspaper. Newspapers can charge fees well above $100. Make sure you’re prepared to shoulder this expense after filing.
Get Assistance With DBAs in Pennsylvania
Once you’ve registered your DBA you’re ready to do business. If you decide to cancel your DBA, you must notify the state through a separate filing process.
Need help deciding if a DBA is right for you? At MPL Law Firm, we focus on DBAs in Pennsylvania and will help you overcome any legal challenges on your journey. Call 717-845-1524 today or schedule a consultation to learn more.
Can You Sue a Business That Has Gone Out of Business?
Businesses close for many reasons. Most of the time, it’s simple economics. After having trouble staying in the black, it’s time to close the doors. Other causes may include litigation, owner disputes and difficulty with resources. Regardless of the type of business or why you’re closing, you must follow established procedures. Unless you follow the right steps, you and any other owners could be sued even after going out of business.
Suing a Company That No Longer Exists
If you’re hit with a lawsuit after closing your business, it’s essential to speak to an attorney experienced in Pennsylvania business law. Your lawyer is the only person you should talk to about the lawsuit. If the other party’s attorney tries to contact you, politely collect their contact information and pass it along to your lawyer. Do not answer any questions, divulge any business information or discuss anything if contacted. They may try to gather information to use against you.
People can sue a business that no longer exists based on individual motivations. Often, it’s over debts. Closing a business limits new obligations but will not erase your existing ones. Partners suing one another is another reason, typically employed as a bargaining maneuver when partners press each other for better settlements. Other liabilities can resurface, and you’ll want a lawyer who knows how to proceed.
At MPL Law Firm, we always seek the most favorable outcome for our clients. One important consideration before seeking legal counsel is whether there is someone who can be contacted or can receive notice with regard to the lawsuit.
If you do not know who the company or prior ownership is, then there is a lower likelihood that you will reach the outcome you seek. To make the most of your time, energy, and legal expenses, be sure you know the company or prior owner before consulting an attorney.
Speak With An Attorney Today
Dissolving, Winding-Up and Closing
Suing a dissolved corporation is possible because the company still legally exists. Dissolution is only the first step. Regardless of the legal structure of your business, you must follow the proper procedures. DBAs and sole proprietorships have fewer steps to follow but are not immune to lawsuits.
The primary steps for closing a business include:
Dissolving a Business
For corporations, LLC and partnerships, the first phase of closing a business is dissolution. In Pennsylvania, articles of dissolution must be sent to the Department of State, Corporation Bureau. Other states have prescribed procedures that typically involve notifying their Secretary of State’s office. A dissolved corporation continues to exist as a legal entity, affording the same liability protections to owners as before.
Businesses are under obligation to pay their creditors, especially before distributing assets among owners. Diverting assets to purposefully avoid creditors can lead to lawsuits for fraudulent conveyances. The winding-up phase involves a full reconciliation of financial claims made against the company. It’s essential to address all claims during this phase to avoid facing personal liability for them after the business no longer exists. When the company is insolvent the directors or managers may also have fiduciary liabilities to creditors as they wind-up the business. The winding-up phase is an excellent opportunity to develop strategies for deflecting future lawsuits. Speak to a lawyer for help completing the winding-up process.
Closing a Business
Closing a business is the final phase in the process, but owners can still face legal troubles due to missteps in the procedure. Closing a business cancels its existence as well as any legal protections it may have previously offered. At this point, any legal claims made against the company will fall to the owners. Talk to a lawyer if you’re facing a lawsuit, especially in cases where more than one owner is involved.
Can I Be Sued?
Depending on the circumstances, you can be sued after the business is closed. In Pennsylvania, the statute of limitations for filing claims against a company can vary, but in most cases, it ends after a maximum of four years. Be sure to check with your state and retain all your business records for at least that amount of time. Generally speaking, you can face litigation after your business has closed for:
- Outstanding debts: Your business closed with outstanding debts that must be paid.
- Fraudulent conveyances: Your business diverted assets to insiders that should have been used to pay creditors.
- Breach of fiduciary duty: Directors or managers of your company did not take proper steps to protect the claims of creditors while the company was insolvent and winding-up.
- Personal injury: You manufactured products alleged to cause future harm.
- Internal disputes: A partner or board member claims fraud or misuse of funds.
- Improper procedure: You do not follow all procedures for closing your business.
Contact Pennsylvania Business and Commercial Lawyers
If you’re closing a business, contact an attorney to ensure you’re making the right moves. Whether you’re taking proactive measures before closing or responding to a lawsuit, you need a lawyer who understands what you’re facing. Schedule a consultation for guidance through the closing process and for help responding to business lawsuits. To speak to an attorney at MPL Law Firm today, call 717-845-1524.