Many business owners who operate as a Sole Proprietorship or Partnership use a DBA (Doing Business As) name to market their business more effectively and present a more professional image. A DBA can serve a business well, but it’s important to realize it is just a name. A DBA is not a business entity and does not provide any liability or asset protection for entrepreneurs as a Limited Liability Company (LLC) does.
What if you’ve been running your business as a Sole Proprietorship or Partnership and you’d like to switch to an LLC but continue using your DBA name? Can you turn your DBA into an LLC? The answer is yes, you can convert your current DBA to an LLC provided no existing LLCs or Corporations operating a similar type of business have registered your name as their legal entity name in your state of formation.
In this article, I’ll discuss the difference between a DBA and an LLC, the reasons to consider converting a DBA to an LLC, and how to convert a DBA to an LLC.
DBA vs. LLC
A DBA authorizes a business to use a name other than its official legal name. For example, suppose Gena Mendosa has a hair salon that she operates as a Sole Proprietorship. The official legal name of her company has to include her first and last name (e.g., Gena Mendosa Hair Salon). But what if she wants to use something catchier, like “Styled by Gena” on her website, business cards, salon signage, and business checks? In that case, she would need to file for a DBA.
A DBA is simple and inexpensive to obtain — it involves filing a simple application with the state (or county) and paying a small fee — but it is just a name. So, in Gena’s case, her underlying business structure remains a Sole Proprietorship, which means all tax and legal liabilities fall on her personally. Because she and her business are considered the same legal and tax entity, if her salon cannot pay its debts or someone sues her salon, her personal assets are put at risk.
A Limited Liability Company is a separate entity from its owners (known as members). Therefore, forming an LLC helps protect its members from personal liability for the business’s legal and financial debts. Creating an LLC requires filing a document called Articles of Organization with the state (some states call it a Certificate of Organization or by some other name), paying the LLC registration fee, and following through with several other compliance requirements (which vary from state to state).
There are multiple advantages of converting your DBA into an LLC:
- Limits the business owner’s personal liability.
- Protects the business name from being used by other entities in the state.
- Enhances credibility.
- Provides tax flexibility – By default, an LLC is taxed as a Sole Proprietorship (or Partnership if it has multiple members). If it meets the IRS’s eligibility requirements, it can instead elect to be taxed as an S Corporation. Doing so may help reduce the LLC member’s self-employment tax burden.
- Makes it easier to obtain loans and other funding because banks and investors are typically more receptive to financing an official business entity than a company operated as a Sole Proprietorship or Partnership.
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How to Change a DBA to an LLC
The steps for changing a DBA to an LLC may vary depending on the state. The basic steps typically include:
- Do a business name search to determine if your DBA name is available to register as a business entity – If an existing LLC or Corporation in your state is using your DBA name, you may have to alter your DBA name in some way to differentiate it or choose another name.
- Designate a registered agent – Before registering your LLC, you’ll need to appoint a registered agent to accept service of process and other important correspondence on your business’s behalf.
- Withdraw or dissolve your DBA – Check with your state or local government office with whom you filed your DBA to find out the process for canceling your DBA.
- Register your LLC – When filing your Articles of Organization, you can input your DBA name (with LLC or Limited Liability Company behind it) as your LLC’s official name (if you determine the name is available and it complies with your state’s business name rules).
- Create an LLC Operating Agreement – Whether an LLC has one owner or several, an LLC Operating Agreement helps demonstrate that the business operates as an independent entity. It sets forth members’ roles, rights, and responsibilities; how profits should be distributed; how decisions should be made; dispute resolution procedures; what happens if a member leaves or dies; and other essential details.
- Get an EIN (Employer Identification Number) from the IRS – Even if an LLC does not have employees, it must obtain an EIN if it’s a multi-member LLC or files excise taxes. If none of those circumstances apply, an LLC may still need an EIN to open a bank account or for other purposes. If a business operating as a Sole Proprietorship or Partnership already has an EIN, it must apply for a new EIN when becoming an LLC.
- Open a business bank account for your LLC – Generally, banks will require you to close the existing business bank account you used for your DBA and open a new one for your LLC.
- Reapply for any required business licenses and permits – Check with the licensing agencies to find out if they will transfer your Sole Proprietorship’s or Partnership’s licenses to your LLC. Some states, counties, and municipalities require businesses to reapply for licenses and permits if they change their entity type.
- File a beneficial ownership information (BOI) report – Most domestic and foreign LLCs must submit a BOI report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department. In 2024, new LLCs that qualify as reporting companies must file their BOI report within 90 days of their formation. Starting in 2025, new LLCs will have a 30-day window to submit their BOI report. Beneficial ownership information reports are not required annually. However, if any previously reported information changes or is incorrect, business owners must issue an updated BOI report.
As you can see, changing a DBA to an LLC involves several tasks to legally form the Limited Liability Company that will assume the DBA name. In addition to the steps I listed above, your state may have other requirements as well. When making any business structure change, it’s vital to do your homework and tap the expertise of knowledgeable legal and tax professionals to ensure you dot all the I’s and cross all the T’s. Missing important tasks or filings could delay your LLC’s formation or cause you to incur fines and penalties.
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