What is a fictitious name?
A fictitious name is a name that a person (individual or business entity) uses instead of the person's true name, usually in the course of transacting or offering to transact business. It is sometimes referred to as an "assumed name" or "trade name," and it is often identified after a person’s true name with the abbreviation "t/a" ("trading as"), "dba" ("doing business as"), or "aka" ("also known as").
What are the filing requirements for use of a fictitious name in Virginia?
Before a person (individual or business entity) may conduct or transact business in Virginia under a fictitious name, the person must file a certificate in the clerk's office of the circuit court of the jurisdiction in which the fictitious name is to be used. See § 59.1-69 of the Code of Virginia.
If the person is a Virginia or foreign corporation, limited liability company or limited partnership authorized to transact business in Virginia, the business entity also must obtain a copy of the certificate, duly attested by the clerk of the circuit court (sometimes referred to as a "certified copy"), and file it in the Clerk's Office of the Commission. See § 59.1-70
of the Code of Virginia.
The statutes that govern the use of a fictitious name in Virginia are §§ 59.1-69 – 59.1-76
of the Code of Virginia.
What is an "attested" or "certified" copy, and how is it obtained?
The copy of a fictitious name certificate that is to be filed with the Commission must include an attestation or certification by the clerk of the circuit court that indicates it is a true copy of what has been filed with the circuit court. The attestation or certification will be a stamp added to the copy produced by the clerk that indicates the copy is a "true copy" or "a copy teste" of the original filing, and it will be signed by the clerk or a deputy clerk.
The clerk of a circuit court requires payment of a separate fee to issue an attested or certified copy of a fictitious name certificate. A business entity that knows it will need an attested or certified copy of the fictitious name certificate should request the copy and tender payment of the attestation or certification fee to the clerk at the time it submits the original fictitious name certificate to the circuit court for filing. You will need to contact the clerk of the circuit court to find out how much it costs to obtain an attested or certified copy of the fictitious name certificate.
How much does it cost to file an attested copy of a fictitious name certificate
with the Commission?
The fee for filing a copy of the certificate with the Commission is $10. Checks should be made payable to "State Corporation Commission."
What does the Commission issue after the filing of a fictitious name certificate?
Upon the filing of an attested or certified copy of a fictitious name certificate, the Commission only issues a receipt for payment of the filing fee. Upon request and payment of the requisite fee, however, the Clerk's Office will provide a Commission-certified copy of the fictitious name certificate or a certificate of fact stating that a fictitious name certificate has been filed with the Commission for a particular business entity. Contact the Clerk's Office for more information.
Can a sole proprietor, general partnership or business trust file a fictitious name certificate with the Commission?
No, but a sole proprietor is required to file a certificate in the Clerk's Office of the circuit court of the jurisdiction in which the fictitious name will be used.
What is the consequence of using a fictitious name without making the required filing(s)?
An individual or business entity that conducts or transacts business under a fictitious name without making the required filing(s) is subject to being convicted of a misdemeanor, punishable by a fine not exceeding $2,500 or confinement in jail for not more than one year, or both. See § 59.1-75
of the Code of Virginia.
What rights to a fictitious name does a business entity receive when it files a fictitious name certificate pursuant to the Virginia statutes?
The Commission does not have authority to determine who has the right to use a fictitious name. This is a complex area of law and persons with such questions are advised to consult with an attorney.
Does the filing of an attested copy of a fictitious name certificate with the Commission prevent others from making a filing with the Commission under the same name?
No. The Commission does not have authority to reject a new business entity document or name change amendment on the ground that the prospective business entity name is in conflict with a fictitious name of record with the Commission. Furthermore, the Commission does not have the authority to reject a fictitious name certificate on the ground that the fictitious name in the certificate is in conflict with a fictitious name that is already of record with the Commission.
For information regarding the availability of a business entity name, see Business Entity Names FAQs.
If a corporation, limited liability company or limited partnership files a fictitious name certificate in more than one circuit court, must it file an attested or certified copy of each filing with the Commission?