Do I need a business license or D/B/A to do business?

Many business owners operate under a less formal organizational structure as a sole proprietorships or general partnerships.  However, they often do not realize that there may still be filing requirements for operating a business within your city of town.  These are often referred to as “doing business as” certificates.

In order to ascertain whether or not you are required to procure such a license it is important to check with your City Clerk’s Office or in some states with the Secretary of State’s office.  In Massachusetts this filing is governed under M.G.L. c 110 § 5.  The Statute states that, “any person conducting business in the Commonwealth under any title other than the real name of the person conducting the business, whether individually or as a partnership, shall file…” in every city or town where an office of the entity is located.

Practice and Enforcement

Up for interpretation is the definition of “real name.”  Many have assumed, and in some places incorrectly, that if your business’s name includes your real name that you needn’t file.  Though each city interprets this requirement differently the general consensus is that if your proper name is accompanied by an additional term you should file a D/B/A.  Unfortunately, there is no case law interpreting this requirement, so the following is anecdotal with regard to city specific experiences.  I cannot reinforce enough that even if they are listed below you must check with your current local clerk to determine if you must file.

• In Boston they shared the following example: “If you were Michelle Pfeiffer and created and sold hats under the name Michelle Pfeiffer’s Hats you would have to file for a D/B/A,”
• In Cambridge they agreed that filing was necessary and it was not just a legal and licensing matter, but a concern of consumer affairs and clients having access to all of the required information of a person with whom they are doing business.
• In Acton, they confirmed the requirement but noted that there was no agency responsible for the enforcement of such filing.
• In Worcester they stated that you must file for a D/B/A certificate.
• Andover requires a two-step process to obtain your business license that begins letter of clearance from the zoning board (even if you work from home). Once approved you may execute a short form at the City Clerk’s office (which they will happily notarize for you).  However, they did say that if you are operating under a business containing your name that you did not need to file for a D/B/A.  You must only file if you are using a name which is separate and distinct from your own.

They all noted that this would likely be required to open a bank account (though in my experience an EIN has been adequate and is free).

The Logistics

In order to file for your D/B/A, you must ensure that the name is not already in use.  Some cities and towns may have a D/B/A database available online, and for others you may have to call the Clerk’s Office.  Additionally, cities and towns vary on whether or not they post the application online.  The application is usually a one page form requesting basic information including the name of the business and owners, the type of business, the address and other contact information.  The application usually must be notarized (which can often be done by a bank or in our office).

The cost for filing seems to vary from approximately $20-$50 depending on the city and town and is valid for four (4) years.  More importantly, the fine for NOT filing for the appropriate license can be up to three hundred dollars ($300.00) per month during the time period of which such violation occurs.  The moral of the story is that for the nominal fee and minimal effort required to obtain a business license, the argument in favor of procuring said license far outweighs the cost.

If we can assist you with any of your legal business needs, please contact us at contact@trident.legal or (617)695-0009.