A "doing business as" may be referred to as an assumed or fictitious business name. A DBA filing occurs when a sole proprietorship or a partnership wants to use a different name other than the legal name of the company's owners. DBA filings generally occur when a partnership or a sole proprietorship files DBA paperwork with the city or county clerk's office where the company operates. Unincorporated businesses, like partnerships and sole proprietorships, may incorporate a DBA by filing the appropriate documents with the state. An unincorporated business that uses a DBA may incorporate the company in the same fashion as any other business that decides to incorporate.
Confirm the availability of the company's name with the secretary or department of state. The "doing business as" or fictitious business name cannot be the same as another corporation that operates in the same state. The company's formation documents will be rejected if the business name appears too similar to an existing corporation. Visit the secretary or department of state website to confirm name availability online. Call the department or secretary of state to conduct a name availability search by telephone. Add the words "limited," "corporation," "incorporated," or "company" to the name of the business so that the business can easily be identified as a corporate entity.
Select individuals to serve on the company's board of directors. The number of directors a company must select is determined by the state of incorporation. For example, states like Arizona require the selection of three board members, while Illinois corporations are only required to select one director. The residency and age requirements of directors will vary based on the state of incorporation.
Prepare articles of incorporation, also known as a certificate of incorporation. Print fill-in-the-blank articles of incorporation from the secretary or department of state website, or call the secretary or department of state to have articles of incorporation sent by mail. Complete the articles by providing information such as the legal name and address of the corporation, as well as the purpose for organizing the company. State the name and address of a person or business who will accept legal and tax documents on the corporation's behalf. Supply the name and address of each person responsible for filing the company's incorporation documents with the state. Include the signature of a shareholder, director or authorized representative of the company, sometimes called a registered agent.
File articles incorporation with the secretary or department of state. Submit the completed articles of incorporation by mail, in person at the secretary or department of state's office or online using the secretary or department of state website. The method to submit articles of incorporation will vary based on the corporation's state of formation. Pay the applicable filing fee, which will vary from state to state. Upon acceptance of the articles of incorporation, the company will begin a separate legal existence from the owners of the business.
Draft bylaws to establish rules and procedures that will govern the business. There are no specific rules that must be followed when drafting bylaws which allows a corporate entity to tailor the company's bylaws to meet the specific needs of the business. Include measures such as the time and place of shareholder and director meetings, voting procedures and the duties of the corporation's officers. Maintain the company's bylaws at the corporation's primary place of business.
Hold the corporation's initial meeting. Issue stock certificates to the initial shareholders of the corporation. Shareholders may provide services, cash and property in exchange for ownership shares in a corporation. Adopt the company's bylaws, which makes the written bylaws the official governing document for the corporation. Appoint individuals to serve as officers of the company. Corporate officers may act as treasurer, president, vice-president and secretary of the company.
Acquire a new employer identification number from the Internal Revenue Service. A previously unincorporated business that has filed incorporation documents with the secretary or department of state must obtain a new EIN from the IRS. Apply online using the IRS website, or call 800-829-4933 to obtain a new EIN for the business. Provide information such as the date of incorporation, the legal name and address of the company, as well as the nature of the company's business activities. The newly incorporated business will receive a new EIN immediately following the telephone or online session.