To do business in Virginia under any name other than your legal name, you must file a certificate of assumed or fictitious name with the Virginia State Corporation Commission before you start using it. The filing costs $10, can be completed online in minutes, and skipping it blocks you from filing lawsuits in Virginia courts until you catch up.
Who Has to File
Virginia Code 59.1-69 requires any person, partnership, LLC, or corporation doing business under an assumed or fictitious name to file a certificate with the SCC first.1Virginia Code Commission. Virginia Code 59.1-69 – Certificate Required of Person Transacting Business Under Assumed Name The test is straightforward. If the name customers see is different from your personal legal name or the name on your formation documents, you register it.
A sole proprietor named Jane Garcia operating as Sunrise Bakery has to file. An entity called Garcia Holdings, LLC doing business as Sunrise Bakery has to file. So does Garcia Holdings, LLC when it runs a Subway franchise under the franchise name. Every business structure is covered.
Where to File
Since January 1, 2020, the SCC has been the only office that accepts these filings. Circuit courts no longer take them, so any older guide pointing you to your local courthouse is out of date.2State Corporation Commission. Instructions for Certificate of Assumed or Fictitious Name – Individual
You have two options:
- File online in real time through the SCC’s Clerk’s Information System at cis.scc.virginia.gov. Payment is by credit card with no processing surcharge.
- Download the paper form from the SCC website, complete and print it, and mail it to the SCC Clerk’s Office at P.O. Box 1197, Richmond, VA 23218-1197 with a check payable to the State Corporation Commission. No cash.
Online is faster. Paper filings sit in the mail and then in the manual processing queue.
What the Certificate Must Show
The SCC uses one form for individuals and a separate form for LLCs, corporations, and partnerships.2State Corporation Commission. Instructions for Certificate of Assumed or Fictitious Name – Individual Every certificate needs the same core information: the exact fictitious name you intend to use, the legal name of each owner (whether person or entity), the mailing and residence addresses of each owner, and, for a foreign LLC, partnership, or corporation, the date of the certificate of registration or authority issued by the SCC. The owner or an authorized representative signs.
One naming rule: Virginia law prohibits a fictitious name that intentionally misrepresents the geographic origin or location of the business.1Virginia Code Commission. Virginia Code 59.1-69 – Certificate Required of Person Transacting Business Under Assumed Name
The fee is a flat $10, the same across the state now that circuit courts are out of the picture.2State Corporation Commission. Instructions for Certificate of Assumed or Fictitious Name – Individual
What Happens If You Don’t Register
Two consequences follow.
You lose access to Virginia’s courts as a plaintiff. Virginia Code 59.1-76 bars any business operating under an unregistered fictitious name from maintaining a lawsuit in any Virginia court until the certificate is on file.3Virginia Code Commission. Virginia Code 59.1-76 – Effect of Failure to File Certificate on Right of Action The statute is one-sided: others can still sue you. If a client fails to pay a $50,000 invoice and your certificate isn’t on file, you can’t bring the case until you file. Opposing counsel will know this.
Operating under an unregistered fictitious name is also a misdemeanor under Virginia Code 59.1-75.4Virginia Code Commission. Virginia Code 59.1-75 – Penalty for Violation Prosecutions are rare, but the statute is on the books.
Keeping the Registration Current
Virginia does not require periodic renewal. Once filed, a fictitious name registration stays active indefinitely. You should update or cancel it when the underlying facts change, such as dissolving the business, changing the legal entity name, or bringing on new owners. Otherwise, someone searching the SCC database later finds stale ownership information tied to a name still shown as active.
Cancelling or Switching to a New Name
To stop using a fictitious name, file a Certificate of Release of Assumed or Fictitious Name with the SCC, either online or by mail.
There is no amendment process for changing the name itself. If you want a different fictitious name, you file a release for the old one and a new certificate for the new one, paying $10 each time. Businesses going through a merger, acquisition, or ownership change should handle both filings promptly so there’s no gap in the ability to enforce contracts under the new name.
What the Certificate Does Not Do
The SCC does not check whether your chosen name is already in use by someone else. Multiple businesses across Virginia can register identical names without any conflict being flagged. The certificate discloses who is behind a name; it does not grant exclusive rights to that name.
Registering a fictitious name is not a trademark. If another business is already using the same or a confusingly similar name, your SCC filing won’t shield you from an infringement claim. If you’ve been using a name for years and someone else later registers the identical fictitious name, your certificate alone won’t stop them. Those disputes are resolved under trademark law.
Federal trademark claims arise under the Lanham Act, which creates a civil cause of action when someone uses a name or mark in commerce that is likely to cause confusion about the origin of goods or services.5Office of the Law Revision Counsel. 15 USC 1125 – False Designations of Origin, False Descriptions, and Dilution Forbidden A federal trademark registration with the U.S. Patent and Trademark Office creates nationwide rights a state fictitious name certificate cannot match. If protecting the brand matters, that’s the tool.
False Information on the Certificate
Signing a certificate you know contains materially false information, with intent that it be filed with the Commission, violates Virginia Code 13.1-612 and is a Class 1 misdemeanor.6Virginia Code Commission. Virginia Code 13.1-612 – Penalty for Signing False Document In Virginia, a Class 1 misdemeanor carries up to 12 months in jail and a fine of up to $2,500. Fabricated ownership details or a deceptive name can also expose you to civil suits from anyone harmed.
After You File: IRS and Bank Follow-Ups
The SCC filing does not notify the IRS. A sole proprietor who starts using a DBA should write to the IRS at the address where the tax return was filed to report the name; the letter has to be signed by the owner or an authorized representative.7Internal Revenue Service. Business Name Change Corporations adopting a trade name can check the name-change box on Form 1120 (Line E, Box 3) or Form 1120-S (Line H, Box 2) when they file for that year.
A common misstep is applying for a new EIN for each DBA. A fictitious name is not a separate legal entity, so the IRS does not issue it a separate EIN. Your existing EIN, or your Social Security number if you’re a sole proprietor without employees, already covers all your trade names. You only need a new EIN when the business structure itself changes, such as converting from a sole proprietorship to a corporation.
Most banks won’t open a business account under a fictitious name without seeing the SCC certificate. Expect to bring government-issued identification, your EIN or Social Security number, and any applicable business license. Some banks want additional documentation linking your legal name to the fictitious name. Filing the certificate before you visit the bank saves a second trip.