How Dentists Can Change the Name of a Dental Practice Melana Kopman McClatchey GDA General Counsel
Recently a member contacted the GDA asking what he needed to do to change the name of his dental practice. For years the name of his practice was the same as the name he used to register his corporation with the Georgia Secretary of State. He wondered whether he had to amend all of his corporate documents just to change the name of his practice. Interestingly enough it is not necessary to change the incorporating documents to amend the name of a business. Corporate documents which are filed with the Georgia Secretary of State’s Office do not reserve a name. Under Georgia law, issuance of a name by the Secretary of State merely means that the name is distinguishable for filing purposes from the names of other entities in the records of the Corporations Division of the Secretary of State’s Office. Georgia law allows a corporation to transact business under a trade or fictitious name other than its corporate name. To operate under a trade name, though, dentists need to register that trade or fictitious name with the Clerk of the Superior Court in which the dental office is located. There are several important steps to follow when registering a trade name. Step 1: Verify that the trade name to be registered is not currently in use in the county in which the dental practice operates. Superior Courts usually maintain Trade Name books in their Records Department which identify all the trade names registered in that county. Dentists should contact the appropriate Superior Court to determine whether the search must be performed in-person or by written request. Step 2: Fill out and file a form with the appropriate Superior Court. Once it has been determined that the name a dentist wishes to use is free, it is time to move forward with registering the name. Many of the Superior Courts in the larger coun-
ties such as Fulton County and Clayton County have simple applications that can be obtained in-person or on-line, filled out, and filed. If the county does not offer such forms, dentists might consider modeling their applications after those forms. If a county does not offer a form, dentists might strongly consider having an attorney draft a form for the dentist or at least review the form the dentist drafts before it is filed with the Court. The application will essentially need to have the following information: (1) the address at which the dentist is operating or conducting business; (2) the city and county in which the business is located; (3) the name under which you will be operating and are seeking to register; (4) a statement that the business being conducted is a dental practice; and finally, (5) the dentist’s notarized signature. When the document is ready to be filed, the dentist should bring the original and several copies of the document to the Superior Court Clerk’s Office. It is a good idea to contact the Superior Court in your county to determine how many copies should be brought to court. Always make sure to bring at least one more copy than is required so that it can be stamped and kept as a personal record of the filing. Once before the Clerk, remember to have him or her stamp the personal copy with the date and time. Be aware that there is fee associated with all court filings.
ate newspaper and request that it be published for two consecutive weeks. The advertisement should run once a week for two weeks. It is imperative to make sure the announcement actually runs in the paper and that all fees associated with the advertisement are paid. Keep in mind that if and when a dentist sells his or her practice, the new owner would have to file an amended registration identifying himself or herself as the new owner of the business. The Superior Court Clerk’s Office is a great reference for dentists seeking to register a trade name. To determine the contact information for each County’s Clerk’s Office, dentists can visit the Georgia Superior Court Clerk’s Cooperative Authority web site at www.gsccca.org. In addition, a dentist should be aware that if he or she registers a trade name it may also be necessary to amend business occupational tax certificates in the county / city where the dentist is conducting business. If you have questions about this article, please contact the GDA General Counsel Melana Kopman McClatchey at email@example.com. Please be aware that this article is for informational purposes only and is not intended to provide legal advice. Dentists must consult with their private attorneys for such advice.
Step 3: Run an advertisement / announcement in the appropriate legal organ in the county where the dental office is domiciled. Before running the announcement, determine which newspaper constitutes the legal organ for the county in which the dental office operates. This can be done simply by asking the Clerk of the Superior Court of that county. Once it is confirmed which newspaper will need to run the advertisement, a dentist would take a copy of the stamp-filed form / application to the offices of the appropri-
GDA ACTION DECEMBER 2009
Published on Dec 11, 2009