Fictitious Business Name

Fictitious Business Name

I am finding that a significant number of our churches are known in their communities by names that are not the same as their incorporated names — in other words, they are using a “fictitious business name.” And when that name is not properly recorded with the county clerk, a compliance issue is created that puts church officers, directors and possibly even individual members at risk of personal liability for church debts.

This situation is easily correctable.

What’s the proper way to inform state and local governments, and the community, of the name by which we want our church to be known — other than simply changing the name on our sign, stationery and bulletin covers? There are two possible methods, and one is definitely more efficient.

What your church probably doesn’t need to do is pay hundreds or thousands of dollars to an attorney or some other service to accomplish the change. Either is easy enough to do on your own or with guidance from my office. The simplest method is a one-time $35 fee that’s good forever. The other method will cost some $100 the first time, but has to be renewed at $25-50 or more every five years.

The $100 method is known as publishing and filing a “Fictitious Name Statement” (or DBA — “doing business as”) with the local county clerk or recorder. In a fictitious name filing, the church corporation states that it is doing business as whatever entity name suits the church, as long as no other business is using the same name. Legally, there must also have been a corporate resolution voted on by directors or members (as required by the provisions in your bylaws) authorizing the name change before the filing.

Then the church files the necessary form with the county clerk’s office, pays a fee of $25-50, and is responsible for publishing the statement in “a newspaper of general circulation” in the county for four consecutive weeks. This publication alone can cost an additional $40-60 or more. Some newspapers offer a complete service including filing the name statement and publication certificate.

Every five years from the original filing date, the process must be repeated but, if there are no material changes, there is no requirement to republish the statement. However, if the statement is not refiled within three years of the expiration date, the fictitious name is considered abandoned and anyone else can take the name as their own, which could force the church to pay for the right to recover and use the name ... or it will have to change its name again.

The simpler $35 method is $30 plus a $5 fee to receive a certified copy of either a simple corporation name change or a slightly more complex amended Articles of Incorporation with the Secretary of State. Either option is a one-time, permanent change; an easy-to-complete form is required. If the Articles of Incorporation need to be amended beyond that simple change, there is a specific format to follow.

This process is much more efficient than filing a Fictitious Name Statement someone has to remember to renew every five years. Neither option requires the services of an attorney.

Just like the Fictitious Name Statement, church officers, directors or members must approve the new name in advance of the filing. Most churches have already done this, in some cases years prior, just never officially reported it.

I can assist your church with completing the name change form “AMDT-NP-NA” or preparing the Amended Articles of Incorporation document. Permanently changing the church’s incorporated name also requires notifying the IRS of the change that affects the taxpayer ID, and refiling form SI-100 within 90 days of the change takes effect. Both are easily done, and if your church nominates CSBC as your Agent for Service of Process, we will pay the $20 filing fee.

Contact Max Herr for more information.

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