How to Change from a DBA to an LLC

By Ronna L. DeLoe, Esq.

How to Change from a DBA to an LLC

By Ronna L. DeLoe, Esq.

When you run a "doing business as" (DBA) or a sole proprietorship, you may reach a point where your business has expanded to the point that you're considering changing it to a limited liability company (LLC). This may make good business sense, especially if you want to protect your private assets. As long as you have a DBA or sole proprietorship, your personal assets could be in jeopardy if someone sues the business or if the business owes money.

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It's easy to change your DBA to an LLC, and it doesn't take much time. You can do this yourself or you can have an attorney or online legal service do the paperwork for you. Either way, if you convert your business to an LLC, you can now separate your personal assets from the company's assets. Keeping the assets separate will protect you legally if the LLC has lawsuits against it or if it has substantial debt.

Even though each state has different forms to change your business from a DBA or sole proprietorship to an LLC, the transition procedure is similar in most states. Follow these steps to change from a DBA to an LLC.

1. Do a name check.

Before filing any paperwork, find out if the name you want is available so you don't waste time filling out forms with a name that has already been taken. Many states have searchable online databases of company names. If the name you want is already in use, you'll have to come up with another name or change part of the name so there's no confusion between your company and the existing one.

2. Obtain the proper forms.

Contact the Secretary of State to get forms for converting your DBA or sole proprietorship to an LLC. Many states also offer these forms online.

3. File the articles of organization and choose a registered agent.

Also called articles of incorporation, certificate of organization, certificate of formation, or something similar, the exact name of this document depends on your state. You must also choose a registered agent, who will act as the company contact and accept service of legal papers. You may list yourself as the registered agent. Pay the filing fee and include information in your articles of organization such as:

  • The name of your LLC
  • The name and contact information of your registered agent
  • The type of business you intend to run as an LLC
  • Contact information for the business, including location of your headquarters
  • How the business will be managed—that is, by members or by a manager

4. Obtain an employer identification number (EIN).

You will need a new one even if you had one for the DBA or sole proprietorship.

5. Close or dissolve the DBA or sole proprietorship.

You must also close the DBA's bank accounts, vendor accounts, and anything else in the DBA's name. Check to make sure you have changed everything listed in the DBA's name, as that business will cease to exist. There are probably more accounts in the DBA's name than you think, so be thorough.

6. Update all documents and signage.

Open new bank accounts. Change your listing with vendors and your landlord. Change your letterhead and business cards. Update your website and social media, your phone number, and your voicemail. Change the name on the storefront or place of business. Inform customers about the change to the company.

7. Obtain any necessary licenses.

Call the office of you Secretary of State if you're not sure what is required. If you feel overwhelmed by the paperwork, consider hiring an attorney or using an online legal service.

8. Prepare the operating agreement.

This document should contain information to help run the company, including:

  • Who owns shares, if any
  • Names of directors
  • Names of managers
  • Voting rights of members
  • Rights and duties of members
  • Details about dividends and distributing profits
  • Anything that helps define how you will run your LLC

If you don't want to do these steps yourself, there are many services that can create the LLC for you.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.