Leadership Letter
September 2023
ASK COUNSELOR TARA
ASCE’s General Counsel Tara Hoke responds to legal questions faced by sections and branches here each month. Send Tara an email with your question.
What is a trade name or DBA registration, and do we need one?
An unincorporated nonprofit association is a group of individuals who agree to work together to perform a nonprofit function, but without the legal formalities required to start and maintain a corporation. This is the description that most closely matches the way that ASCE’s sections operate – while they are recognized by the IRS as a legal entity and possess their own tax ID number, they remain under ASCE’s corporate umbrella and are not independent corporations.
Though this status alleviates much of the bureaucracy that would otherwise be involved for running a nonprofit entity, it has become increasingly common for this informal status to pose challenges for sections (or subsidiaries) looking to change or transfer their bank account. Several groups have contacted ASCE to advise that a bank is demanding proof of state registration or – if the bank is mistakenly assuming that the section is a corporation – seeking a copy of their articles of incorporation.
While in some states it is possible to register as an unincorporated association, in others, the simplest means of creating an official record with the state is to register the name of the section as a “trade name.” Depending on the state, this type of filing may also be called a “DBA/Doing Business As” registration, or even an “assumed name” or “fictitious name” registration. The form typically asks for information about the group’s purpose and activities, a mailing address for the entity, and usually the names and contact information for individuals who are responsible for the entity’s operations (such as your officers). The section may also choose to register its branches or other entities as other DBA names affiliated with the section, if desired.
Registering trade names or DBAs with the state allows your section to request an official state confirmation of your registered status, which is important for banks or other vendors who are looking to confirm the validity of an organization before extending a business account or other consideration.
Anyone with questions about this process, or who would like assistance with this type of filing, may contact ASCE’s legal department.
ASCE General Counsel Tara Hoke responds to legal questions faced by sections and branches here each month. Send Tara an email with your question.