Resources > Massachusetts Resources > MA Forced-DBA-Procedures
MA Forced-DBA-Procedures
When qualifying a foreign entity in Massachusetts, you may discover that the actual corporate name is not available in Massachusetts due to another entity already having a similar name or due to certain other statutory requirements. The following options enable qualifying in Massachusetts under the unavailable name in most instances.
In the event of a name conflict, you may provide a name consent letter from the conflicting entity (or entities) currently holding the name in Massachusetts. The consent letter should be on company letterhead, signed by an officer/general partner/authorized person, clearly stating which entity is giving consent and to which entity it gives consent.
OR
Show that you will be doing business in Massachusetts under an alternate name (a/k/a Forced DBA).
The Forced DBA procedure is as follows:
For Foreign Corporations:
1. File a dba (busines certificate) at the town/city level. Obtain a certified copy.
- dba certificate must be originally signed & notarized for filing at the town/city level
- dba name cannot include a corporate ending
- dba name must not conflict with other names in MA Corporations database
2. Fill out affidavit re: dba name
3. Provide a copy of the resolution of the board of directors, certified by the secretary, adopting the fictitious name.
4. Include the DBA name on the qualification document, either in the designated section, or if the form does not have section for it, include "to be known in Mass as:" or words to that effect, and add the dba name to the section where the corporate name is indicated.
5. Include 1, 2 & 3 as part of the Foreign Corporation Certificate of Registration
For Foreign LLC:
1. Foreign LLCs can enter an alternate name on their qualification docs and can skip the forced dba procedure. The name they choose cannot have a corporate ending and does need to be available in MA.
2. Note that Foreign LLCs still may need to file a dba at the town level in order to be in compliance with dba statutes, but they do not need to provide proof of such as prerequisite for getting the qualification document filed with the Secretary of State.
For Foreign LLP, LP:
1. File a dba certificate at the town/city level. Obtain a certified copy.
- dba certificate must be originally signed & notarized
- dba name cannot include a corporate ending.
- dba name must not conflict with other names in MA Corporations database
2. Fill out DBA attachment form, confirming that the entity will not do business under the name that is not available.
3. Include the DBA name on the qualification document, either in the designated section, or if the form does not have section for it, include "to be known in Mass as:" or words to that effect, and add the dba name and language to the section where the corporate name is indicated.
4. Include 1 & 2 as part of the qualification document.
For Foreign Corporations:
1. File a dba (busines certificate) at the town/city level. Obtain a certified copy.
- dba certificate must be originally signed & notarized for filing at the town/city level
- dba name cannot include a corporate ending
- dba name must not conflict with other names in MA Corporations database
2. Fill out affidavit re: dba name
3. Provide a copy of the resolution of the board of directors, certified by the secretary, adopting the fictitious name.
4. Include the DBA name on the qualification document, either in the designated section, or if the form does not have section for it, include "to be known in Mass as:" or words to that effect, and add the dba name to the section where the corporate name is indicated.
5. Include 1, 2 & 3 as part of the Foreign Corporation Certificate of Registration
For Foreign LLC:
1. Foreign LLCs can enter an alternate name on their qualification docs and can skip the forced dba procedure. The name they choose cannot have a corporate ending and does need to be available in MA.
2. Note that Foreign LLCs still may need to file a dba at the town level in order to be in compliance with dba statutes, but they do not need to provide proof of such as prerequisite for getting the qualification document filed with the Secretary of State.
For Foreign LLP, LP:
1. File a dba certificate at the town/city level. Obtain a certified copy.
- dba certificate must be originally signed & notarized
- dba name cannot include a corporate ending.
- dba name must not conflict with other names in MA Corporations database
2. Fill out DBA attachment form, confirming that the entity will not do business under the name that is not available.
3. Include the DBA name on the qualification document, either in the designated section, or if the form does not have section for it, include "to be known in Mass as:" or words to that effect, and add the dba name and language to the section where the corporate name is indicated.
4. Include 1 & 2 as part of the qualification document.
