Waiver of the Trade Exam, ‘DBA’ & LLC in Business Names and Corporate Surrender

A contractor wants to ‘add’ a concrete change to his business plan. But the numbers won’t compute! To ‘dba’ or not ‘dba’, that is the question. Another important lesson for any contractors who decide to ‘surrender’ the corporation without discovering ‘loose ends’ after walking away…

Q:  I currently have a Sole Proprietor General Building (“B”) license that’s been Inactive for about three years now.  I want to add the “C-8” (Concrete) classification to my license in order to obtain a separate Concrete license for a Partnership that I am starting with my business associate.

My attorney said I may be able to Waive the Trade exam based on my General Building license if I can show that concrete has been a significant portion of my work for five out of the last seven years.  What does the CSLB consider acceptable documentation to prove my concrete experience?

A:   Your attorney is referring to B&P Code Section 7065.3, which allows for a Waiver of the Trade exam when adding a classification to your license if you meet the requirements.  As your attorney stated, one of the requirements is the classification needs to be closely related to your current classification and it must have been a significant portion of the work you performed for five out of the last seven years.  Since your license has been inactive for three years now, there is no way for you to document using your General Building license for performing Concrete work as required.

Q:  We have a Corporate license and we are going to be filing for a Limited Liability Company (LLC) license.  I know when we originally filed for our Corporation, the CSLB would not allow us to have a Corporate ending on our “dba” (doing business as) name, such as “Inc.” or “Incorporated”.  Is that the same for LLC’s?  As in, can we use “ABC Construction LLC dba XYZ Construction LLC?

A:   If there is no “dba” on the name with the Secretary of State (as in your case), you can choose to use “LLC” as part of your “doing business as” name, however the CSLB will require that you provide a filed Fictitious Name Statement.

Q:  Your company helped me set up my Corporation back in 2003.  We haven’t done business in California for years and I need to close up the corporation.  I noticed that it’s suspended by FTB (Franchise Tax Board).  What is the process to shut it down at this point?

A:  Before you can close/surrender your corporation, you will first need to get it back in Good Standing with the Secretary of State.  You will need to contact the Franchise Tax Board to find out the reason for the Suspension, however it is likely that your company needs to either file back tax returns, pay taxes owed, or both.  Contact my office if you need assistance with this.  We are here in Sacramento and can visit the FTB on your behalf to determine what’s needed and file the appropriate items to lift the Suspension.  Once the Suspension is lifted, you can file to surrender the corporation.