Ohio DBA vs LLC: a name filing or a business entity?

What is the difference between a DBA and an LLC in Ohio?

People compare the two because both get a business name onto the Ohio Secretary of State's records. That is where the similarity stops. A DBA is a name. An LLC is a company.

Ohio law does not use the letters DBA. It uses "trade name" and "fictitious name," both under Chapter 1329 of the Ohio Revised Code, filed on Form 534A for $39 each. The filing says, in effect, "this person or entity does business under this name." The person or entity behind the name stays exactly what it was before the filing.

An LLC is formed under Chapter 1706 by filing Articles of Organization (Form 610) for $99. The filing creates a new legal person. It owns its own bank account, signs its own contracts, and owes its own debts. Its owners are members, not the business itself.

The rest of this guide walks through each row. If you already know you want a DBA, our Ohio trade name and DBA service covers the filing itself, including the trade name vs. fictitious name choice.

Liability: does a DBA or an LLC protect your personal assets?

This is the row that decides most cases. A DBA protects nothing. If Jane Smith sells as "Medina Honey Co." under a trade name, Medina Honey Co. is Jane. A customer who sues the business is suing her, and a judgment can reach her house, her car, and her savings.

An LLC changes that for business debts. ORC 1706.26(A) says a member is not liable for the company's debts, obligations, or liabilities, whether they come from contract, tort, or otherwise, "solely by reason of being a member." The same division covers the acts of other members, agents, and employees. Division (B) adds that the company's failure to follow formalities about its powers or management is not a ground for holding members liable.

Read that wording carefully. The statute protects you from liability that comes from being an owner. It does not say anything about liability for your own conduct, a loan you personally guarantee, or taxes you are personally responsible for. Where the line falls in your situation is a question for your attorney, and so is insurance, which an LLC does not replace.

Even with those limits, the gap between the two is real. With a DBA, every business obligation is personal from day one. With an LLC, business obligations start out as the company's.

How much does a DBA cost compared with an LLC in Ohio?

On state fees alone, the DBA is cheaper up front and the LLC is cheaper to keep for a long time. Here is a five-year view using the Secretary of State's statutory fees under ORC 111.16.

The DBA renewal is due within the six months before the five-year term ends (ORC 1329.04), and the Secretary of State sends a reminder by mail or email during that window. An Ohio LLC has no renewal and no annual report, but it must keep a statutory agent on record for as long as it exists.

That agent can be you, at the street address of your Ohio home, which then sits on the public record. Or it can be a commercial Ohio statutory agent. Our service is $49 a year, the same price every year, and our Litchfield office address goes on the record instead of yours. See Ohio statutory agent pricing for exactly what that covers.

If you would rather not file yourself, our service fees are listed separately from the state fees: $50 plus the state fee for a trade name, and $100 plus the state fee for an LLC formation.

What each one asks of you after the filing

Keeping a DBA in force

• Renew every five years. A lapsed trade name puts you back to using an unregistered name.
• Keep the mailing address on the filing current, since that is where the renewal reminder goes.
• If you are a general partnership, renew early whenever a partner named on the filing stops being a partner (ORC 1329.04).

Keeping an LLC in good shape

• Keep a statutory agent on record at an Ohio street address. If the agent resigns or disappears and you do not cure it within 30 days of the Secretary of State's notice, ORC 1706.09(L) cancels the LLC's articles.
• Keep the company's money separate from yours, in a bank account in the LLC's name.
• Sign contracts in the LLC's name, with your title, not as yourself.
• Write an operating agreement. Ohio does not file it, but co-owners, banks, and lenders often ask for it.

None of that is heavy, but it is more than a DBA asks. The LLC's upkeep is mostly about acting like a separate company, because legally it is one.

Does an LLC change your taxes compared with a DBA?

Less than most people expect, at least at first. A DBA has no tax identity of its own. A sole proprietor with a trade name reports business income the same way as one without it.

A one-owner LLC is, by default, "disregarded as separate from its owner" for federal income tax, according to the IRS. An individual owner reports the LLC's activity on Schedule C, E, or F of their own return and pays self-employment tax much as a sole proprietor does. The IRS still treats the LLC as a separate entity for employment taxes and certain excise taxes, and the owner can elect corporate treatment on Form 8832.

In other words, forming an LLC is mainly a liability and structure decision, not a tax trick. LLCs with more than one owner, and S corporation elections, follow other IRS rules. Your accountant should look at the numbers before you file anything for tax reasons.

Which one keeps another business from filing your name?

Both filings put a name on the Secretary of State's records, but they block other filers to different degrees.

• An LLC's legal name blocks new filings. ORC 1706.07(B) and ORC 1701.05(A) bar new LLCs and corporations whose names are not distinguishable from an existing LLC, and ORC 1329.02(A) applies the same test to new trade names.
• A registered trade name, the kind that asserts a right to exclusive use, is also on those lists. A new LLC or corporation cannot take a name that is not distinguishable from it without the holder's written consent.
• A fictitious name report blocks nothing. It records that you use the name and claims no exclusive right, so it is the route when the name is already taken.

"Distinguishable" is a narrow test. Under ORC 1701.05(B), changing "company" to "limited," adding "the," or switching to a plural does not make a name different, so "Northcoast Gutters LLC" would block "The Northcoast Gutter Company." A name with genuinely different words, such as "Northcoast Gutter Pros," is a closer call, and the Secretary of State decides it when the filing comes in.

Neither filing is a trademark, and neither reaches past Ohio's records. A competitor who never files anything can still use a similar name, and whether you can stop them is a question for your attorney.

When a DBA alone may be enough

A DBA fits owners who want a business name more than a business structure. Common examples:

• You are testing a side business with little money at stake and no employees, and you want a name customers can find.
• You already run as a sole proprietor and need the bank to accept checks made out to your brand name.
• You sell under your own name today and want to add a second, separate brand without forming anything new.

The honest test is this: if the business were sued tomorrow, would you be comfortable with that claim landing on you personally? If the answer is yes, a DBA may be all you need for now. If the answer makes you pause, read the next section. For a fuller look at operating with no entity at all, see our guide to Ohio LLC vs. sole proprietorship.

When an LLC is the better fit

An LLC earns its $99 filing fee when the business can create obligations bigger than you want to carry personally. Situations that usually point that way:

• You work on customers' property, drive for the business, or handle anything that could injure someone or damage something.
• You hire employees or regular subcontractors who act for the business.
• You sign leases, supply contracts, or other agreements with real money attached.
• You own the business with someone else and want the ownership split on paper.
• You hold rental property or equipment that you want to keep apart from your personal finances.

Whether an LLC is right for you is a judgment call for you and your attorney. Once you decide, our step-by-step guide on how to start an LLC in Ohio covers the filing from name to bank account, or our Ohio LLC formation service files it for you.

Using a DBA under an Ohio LLC

This is not an either-or choice. Plenty of Ohio LLCs also have DBAs. "Smith Home Repair LLC" can do business as "Northcoast Gutters" and "Northcoast Roofing" while staying one company with one set of books. The LLC protects the owners; the DBA gives the brand a public record.

• The LLC itself is the registrant. Form 534A asks for the registrant's Ohio entity number, so file after the LLC is approved, not before.
• Form 534A asks for a date of first use, and its instructions say that date must come before the filing date. The 30-day clock for a fictitious name report also runs from first use (ORC 1329.01(E)).
• Each name is its own filing with its own $39 fee and its own five-year term.
• A trade name cannot imply the business is incorporated when it is not (ORC 1329.02(A)). An LLC's brand name should not end in "Inc." or "Corp."
• The LLC is still the party to every contract and account. Many owners put both names on paperwork, such as "Smith Home Repair LLC, doing business as Northcoast Gutters." Ask your attorney how your contracts should read.

If the LLC's legal name and the brand are the same words, apart from the "LLC," whether you need a separate filing can be a judgment call. When in doubt, ask your attorney before you print signs.

Moving from a DBA to an LLC later

Many businesses start with a DBA and form an LLC once the work grows. Plan the name before you file, because your own trade name can get in the way.

ORC 1706.07(B) says the Secretary of State will not accept LLC articles under a name that is not distinguishable from a trade name registered with an exclusive right. If you hold that trade name, you are the one whose written consent division (C) requires, on the state's consent form (Form 590). A fictitious name report claims no exclusive right, so it is not on that list. Once the LLC exists, Form 524A, which cites ORC 1329.06, can assign a registered name to a new registrant such as the LLC, or cancel the old registration. The state fee is $25.

After the LLC exists, its legal name and its brands are separate questions. Bank accounts, licenses, insurance, and tax accounts opened under you as a sole proprietor do not move to the LLC automatically. Each one has to be changed or reopened in the LLC's name. Our guide to converting a sole proprietorship to an LLC in Ohio goes through that list, and it is worth checking the new name first with an Ohio business name search.