Forming an LLC
State law governs the formation and operation of LLCs. While the specifics of the law vary from state to state, generally founders must draft and file articles of organization -- and an operating agreement, in some states -- with the secretary of state or secretary of corporations in their state. They must file an annual report every year confirming the essential information for the company and reporting any changes in addresses, membership or registered agent for service of process.
Registering a DBA
State law also controls the registration of DBA entities, but the documentation requirements for doing business under an assumed name are usually even less stringent than those for forming LLCs. In general, an individual or entity wishing to do business under an assumed name needs only to file a certificate of assumed name with the register of deeds in the county where he will be transacting business under the assumed name. Some states may require a filing with the secretary of state or corporations, as well. Additional filings with the state are necessary where the entity doing business under an assumed name is a foreign corporation or LLC.
Doing business under an assumed name offers the registrant no protection from suit. The registration requirements for assumed names exist only to promote transparency in the conduct of business and make it more difficult for individuals and companies to hide their true identities from creditors and potential litigants. A sole proprietor doing business under an assumed name can be sued personally for the torts of his employees and partners. An LLC, on the other hand, provides a member with limited liability for those same acts.
As a DBA is not an entity at all but rather an assumed name, the individual or entity doing business under an assumed name must pay taxes in accordance with its own filing status. The DBA confers no special income tax status. The LLC, on the other hand, can choose how it wants to be taxed -- either as a sole proprietorship, corporation or partnership. An individual doing business under an assumed name must file taxes as an individual.