Forced DBA Procedure in Massachusetts - Precision Corporate Services, Inc.

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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 (business certificate) at the town/city level of the corporation's registered office in Massachusetts. 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:
Foreign LLCs can enter an alternate name on their qualification document. The name they choose cannot have a corporate ending and must be available in MA.  (Also see note below regarding compliance with DBA statutes)

For Foreign LLP, LP:
1.   File a dba certificate at the town/city level of the LP's registered office in Massachusetts. 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.
 
Note - The process for qualifying with MA Corporation's Division using a Forced-DBA name is NOT necessarilly sufficient for compliance with the statutes pertaining to conducting business in MA under an altnerate or fictitious name. Entities may need to file additional Business Certificate(s) at the town/city level in order to be in compliance with dba statutes. Though they may not need to provide proof of such as prerequisite for getting the qualification document filed with the Secretary of State, other than as noted above.