What is a Fictitious Name?
If you operate a business in Florida, you may have heard the terms “fictitious name,” “DBA” (doing business as), or “trade name.” These terms are often used interchangeably, but in Florida the formal legal concept is the fictitious name, governed by the Florida Statutes. Understanding what a fictitious name is, and when and how to register one, is essential for legal compliance, branding flexibility, and proper public disclosure.
Defining a Fictitious Name
A fictitious name is any name under which a person or business entity conducts business that is different from its legal name.
Examples:
John Smith operating as “Smith Consulting Group”
ABC Holdings, LLC operating as “Sunshine Property Management”
Palm Beach Restaurant Group, Inc. operating as “Coastal Bistro”
In each case, the operating name presented to the public is not the entity’s true legal name on file with the Florida Division of Corporations. That alternate operating name is the fictitious name.
Why Businesses Use Fictitious Names
There are several practical and strategic reasons to use a fictitious name:
1. Branding and Marketing
Legal entity names are often formal or generic. A fictitious name allows a business to present a more marketable identity without forming a new entity.
2. Multiple Lines of Business
One LLC or corporation may operate different divisions under separate names. For example:
“Atlantic Development, LLC”
DBA: “Atlantic Luxury Homes”
DBA: “Atlantic Commercial Builders”
3. Privacy and Simplicity
Sole proprietors frequently use fictitious names to avoid operating under their personal names.
4. Geographic or Industry Expansion
A company entering a new market may brand locally without restructuring the legal entity.
Is Registration Required in Florida?
Yes, registration is mandatory if you are conducting business under a name other than your legal name.
Florida law requires fictitious name registration with the Florida Division of Corporations (Sunbiz) before engaging in business under that name.
Failure to register can result in:
Inability to maintain lawsuits in Florida courts under the fictitious name
Potential civil penalties
Problems opening bank accounts or entering contracts
Importantly, failure to register does not invalidate contracts, but it can complicate enforcement.
The Registration Process
Registering a fictitious name in Florida is relatively straightforward:
Step 1: Name Search (Recommended)
While not legally required, you should search Sunbiz records to confirm the name is not already in use. This avoids confusion and potential trademark conflicts.
Step 2: Advertise Intent (Statutory Requirement)
Florida law requires you to publish a notice of intent to register the fictitious name in at least one newspaper in the county where the principal place of business is located.
Key points:
The statute does not require proof of publication to be filed.
However, the applicant must certify that publication occurred.
Step 3: File Registration
File online or by mail with Sunbiz, providing:
Fictitious name
Owner(s) legal name(s)
Address(es)
Federal EIN (if applicable)
Certification of newspaper publication
Step 4: Pay Filing Fee
As of this writing, the registration fee is modest (typically under $100, depending on options such as certified copies).
Duration and Renewal
A fictitious name registration is valid for five (5) years and must be renewed to remain active.
Florida sets renewal years based on a uniform cycle (ending in years divisible by five—e.g., 2025, 2030).
Failure to renew results in cancellation, though the name may be re-registered if still available.
Does a Fictitious Name Provide Legal Protection?
No. This is a common misconception.
Registering a fictitious name does not:
Create a separate legal entity
Provide liability protection
Grant exclusive ownership rights
Prevent others from using a similar name
It is purely a public disclosure registration.
If liability protection is desired, you must form an LLC, corporation, or other entity. If brand exclusivity is desired, you must pursue trademark protection at the state or federal level.
Banking and Contracting Considerations
Most banks require fictitious name registration before allowing accounts in the DBA name.
Contracts should also be executed properly, for example:
Correct:
ABC Holdings, LLC, a Florida limited liability company, d/b/a Sunshine Property Management
This ensures the legal entity—not the fictitious name—is bound.
Who Must Register?
Registration is required for:
Individuals / sole proprietors
LLCs
Corporations
Partnerships
Trusts
Out-of-state entities doing business in Florida
If the operating name differs from the legal name in any respect, registration is required.
Even minor deviations (e.g., dropping “LLC”) can trigger the requirement.
Penalties and Enforcement
While enforcement is not aggressive, risks include:
Barred access to Florida courts until compliant
Monetary fines (second-degree misdemeanor exposure under the statute)
Administrative complications in licensing and permitting
From a legal risk standpoint, compliance is low-cost and advisable.
Practical Best Practices
Search first – Avoid conflicts and branding overlap.
Check trademarks – Especially for consumer-facing brands.
Register before use – Don’t wait until contracts are signed.
Calendar renewals – Five-year lapses are common.
Align contracts and banking – Use full legal + DBA format.
Conclusion
A fictitious name is a simple but important compliance tool in Florida business operations. It allows flexibility in branding and business structuring while ensuring transparency to the public regarding who is actually behind a business.
However, it is not a substitute for entity formation or trademark protection. Proper coordination among fictitious name registration, entity structuring, licensing, and intellectual property strategy is essential for a legally sound and scalable business platform.
For business owners and operators in Florida, understanding and properly implementing fictitious name registrations is a foundational step, one that is inexpensive, quick to complete, and critical to staying compliant while building your business.
Reach out if you’d like assistance with this process or for other corporate legal matters.
Disclaimer: This blog post is provided for general informational purposes only and does not constitute legal, tax, or financial advice. Reading this post does not create an attorney-client relationship with me or my law firm. Reach out for a consultation and to obtain advice specific to your individual legal needs.