Doing Business As Certificates
Town of Tyringham
What is a Doing Business As Certificate and Who Must File?
FILING A BUSINESS CERTIFICATE (DBA)
(Massachusetts General Laws, Chapter 110, Section 5, 6; 227:5A)
WHAT IS A BUSINESS CERTIFICATE, DBA (doing business as)?
A Business Certificate is a local registration of a business that is conducted within the Town and filed with the Town Clerk, either in person or by mail, in every city/town where a business of any such person, partnership or corporation may be situated. It is commonly referred to as a “d/b/a” (doing business as). The primary purpose of filing is to protect consumers or creditors by identifying the names and addresses of the owners of the business. Essentially, the public has a right to know who “is” a particular business, since a customer will not know who owns the business simply by the name of the business.
NOTE: A business certificate is not a license to do business in the Town of Tyringham. Additional licenses/permits issued by other town departments or state agencies may be required in order to do business. Please refer to the Town of Tyringham Zoning Bylaws for conducting a business in the business district or the residential/home business. If needed you may be required to check with the Building Inspector/Zoning Enforcement Officer.
WHO MUST FILE?
Any person conducting a business under any title (business name) other than the complete real name of the person conducting the business must file a certificate. A person is defined as an individual, a partnership, or a corporation.
Exemptions to filling are allowed under section 6 if the corporation is doing business in its true corporate name, or if a legal partnership is doing business under any title which includes the true surname of any. Certain other exemptions exist for trusts and limited partnerships.
WHO MUST SIGN THE BUSINESS CERTIFICATE?
If the business is owned solely by one person, only that person needs to sign. If it is a partnership of two or more people (but not a formal legal entity), both or all of the “partners” must sign. If it is a legal partnership, any officer who has authority to sign on behalf of the partnership may do so. If it is a corporation, an officer who has signatory authority must sign – which is usually the President, but not always. All signatures must be made in front of a the Town Clerk. Do not sign the certificate unless it is in front of one of the Town Clerk. An individual must be 18 years of age or older to legally sign a business certificate.
HOW LONG IS MY BUSINESS CERTIFICATE GOOD FOR?
Business Certificates are valid for a period of four (4) years from the date of its original filing. They must be renewed every four (4) years for as long as the business is being conducted.
WHAT IF I “GO OUT OF BUSINESS”, CHANGE MY RESIDENCE; CHANGE THE LOCATION OF THE BUSINESS OR WANT TO CHANGE THE NAME OF THE BUSINESS?
Change of Residence as listed on certificate, change of location of the business within town (but keeps the same business name): You must file either a Statement of Change of Residence, or a Statement of Change of Location of Business.
Discontinuance of business, retire or withdraw from conducting business (i.e.: go out of business or move it to another town: You must file a Statement of Discontinuance. If you will be conducting a “Going Out of Business Sale” please contact the Town Clerk’s office regarding the legal requirements for this type of sale.
Change the name of the business: You must first file a Discontinuance and then file a new Certificate for the new business name. You cannot simply change the name of the business as technically you are stopping business in one name and starting business in a new name.
In case of death of the owner of the registered business(d/b/a): A statement may be filed by the executor or administrator of the estate.
DOES THE FILING OF A BUSINESS CERTIFICATE PROTECT ME FROM OTHER USING THE SAME NAME?
No, The protection of a trademark (wood, name, symbol or device) in Massachusetts is accomplished through the Secretary of State’s Office. (See website below)
WHAT IS THE FEE TO FILE A CERTIFICATE OR STATEMENT?
Filing/Renewal of a Business Certificate- $10.00 (4 years).
MUST I DISPLAY A COPY OF MY BUSINESS CERTIFICATE?
The law states that copies of your certificate must be available at the address at which the business is conducted, and shall be produced for inspection upon request during regular business hours to any person who has purchased goods or services from such business.
WHAT IS THE PENALTY IF I DO NOT FILE A CERTIFICATE OR STATEMENT?
The law states that violations will be punished by a fine of not more than three hundred dollars ($300.00) for each month during which the violation continues.
WHERE DO I GET THE FORMS AND HOW DO I FILE?
All forms may be obtained from the Town Clerk’s office during normal Town Hall business hours (Monday-Thursday, 9am – 2pm). To file these, you will need to call your Town Clerk to schedule a time to complete this process. Remember to bring an ID, preferably your license.
WHERE DO I GET TAX INFORMATION REGARDING MY BUSINESS?
The Massachusetts Department of Revenue (DOR) can answer all of your questions regarding collecting sales tax or other tax questions you may have. The Taxpayer Assistance Bureau is open from 8:45am – 5pm, Monday – Friday. The toll free number is 1 (800) 392-6089 or (617) 887-6367. The DOR has a publication entitled “A Guide to Sales and Use Tax” which answers the most commonly asked questions about sales/use tax.
You obtain an FID number from the IRS at (800) 829-1040 or (617) 523-1040.
Websites:
Department of Revenue http://www.dor.state.ma.us/
Secretary of State’s office www.state.ma.us
Corporations:
A corporation must file a DBA unless they are doing business under the true corporate name. For example, if the corporation is Linder Products Inc. and the store is called Bouncy Bears (not Linder Products) then a DBA must be filed. The consumer must be able to contact the Town Clerk to obtain contact information on the owner of the business. Whether or not the corporation has filed with the State as required is not relevant and we do not ask.
(Massachusetts General Laws, Chapter 110, Section 5, 6; 227:5A)
CHAPTER 110 Section 5. Any person conducting business in the commonwealth under any title other than the real name of the person conducting the business, whether individually or as a partnership, shall file in the office of the clerk of every city or town where an office of any such person or partnership may be situated a certificate stating the full name and residence of each person conducting such business, the place, including street and number, where, and the title under which, it is conducted, and pay the fee as provided by clause (20) of section thirty-four of chapter two hundred and sixty-two. Such certificate shall be executed under oath by each person whose name appears therein as conducting such business and shall be signed by each such person in the presence of the city or town clerk or a person designated by him or in the presence of a person authorized to take oaths. The city or town clerk may request the person filing such certificate to produce evidence of his identity and, if such person does not, upon such request, produce evidence thereof satisfactory to such clerk, the clerk shall enter a notation of that fact on the face of the certificate. A person who has filed such a certificate shall, upon his discontinuing, retiring or withdrawing from such business or partnership, or in the case of a change of residence of such person or of the location where the business is conducted, file in the office of said clerk a statement under oath that he has discontinued, retired or withdrawn from such business or partnership or of such change of his residence or change of the location of such business, and pay the fee required by clause (21) of said section thirty-four. In the case of death of such a person, such statement may be filed by the executor or administrator of his estate. The clerk shall keep a suitable index of all certificates so filed with him which are currently in force and effect, setting forth the pertinent facts, including a reference to any statement of discontinuance, retirement or withdrawal from, or change of location of, such business, or change of residence of such person. A certificate issued in accordance with this section shall be in force and effect for four years from the date of issue and shall be renewed each four years thereafter so long as such business shall be conducted and shall lapse and be void unless so renewed. Copies of such certificates shall be available at the address at which such business is conducted and shall be furnished on request during regular business hours, to any person who has purchased goods or services from such business. Violations of this section shall be punished by a fine of not more than three hundred dollars for each month during which such violation continues.
CHAPTER 110 Section 6. The preceding section shall not apply to any corporation doing business under its true corporate name, nor to any partnership doing business under any title which includes the true surname of any partner; nor to any association which has complied with sections five and six of chapter one hundred and fifty-nine; nor to any partnership, joint stock company or association the business of which is conducted by trustees under a written instrument or declaration of trust, provided that the names of such trustees with a reference to such instrument or declaration of trust shall be filed as provided in section five, nor to any limited partnership organized or qualified under chapter one hundred and nine doing business under its true partnership name if such name contains without abbreviation the words ''limited partnership''; nor to a limited liability company or limited liability partnership which is doing business under its true name and which has registered or qualified with the office of the state secretary.
CHAPTER 227 Section 5A: Except as provided in section five, every non-resident doing business in the commonwealth shall file a certificate with the clerk of each city or town where he does business, setting forth his full name, address and place of business and the trade name under which he does business, and also a statement whereby he appoints the clerk of each such city or town, or his successor in office, his true and lawful agent upon whom all lawful processes may be served in any action arising out of such business in this commonwealth. If such person fails to appoint an agent and does business in this commonwealth, service of process may be made upon the clerk of any city or town where such business is conducted. When legal process against any such person is served upon such clerk, a copy of such process shall forthwith be sent by registered mail with a return receipt requested by the plaintiff to the defendant at his last known address. The plaintiff's affidavit of compliance herewith, and the defendant's return receipt, if received by the plaintiff, or other proof of actual notice shall be filed in the case on or before the date on which the defendant's answer must be filed, or within such further time as the court may allow.
