New York assumed name filing guide

New York's official term for a DBA is the "assumed name" certificate, and for unincorporated businesses the filing is commonly called a "business certificate."

The governing statute is Section 130 of the New York General Business Law, titled "Filing of certificates by persons conducting business under assumed name or as partners."

New York splits the filing by entity type.

Individuals conducting business under a name other than their real name, and partnerships, file a certificate in the office of the clerk of each county in which the business is conducted or transacted.

Corporations, limited partnerships, and limited liability companies instead file a certificate in the office of the secretary of state — the New York Department of State — listing the name of each county in which the entity does business or intends to do business.

The statute sets the secretary of state's fee at twenty-five dollars, and the CPLR sets the county clerk fee for a Section 130 certificate at one hundred dollars in counties within the city of New York and twenty-five dollars in all other counties.

A certified copy of the original certificate, or of the most recent amended certificate, must be conspicuously displayed at each place where the business is conducted.

The statute provides that a knowing failure to comply is a misdemeanor, and that a noncomplying business may not maintain an action in New York courts on a contract made in a name other than its real name until the required certificate is filed.

Filing is not a license to do business and, under the statute, does not confer any right to or interest in a trade name.

For sole proprietorships and general partnerships, the filing is made with the county clerk.

The certificate must be executed and duly acknowledged — county clerks describe requiring an original signed and notarized certificate, and partnership certificates must be signed by all partners and notarized.

County clerks do not all supply the form: the New York County Clerk explains that the business certificate form is X-74 for a partnership and X-201 for a sole proprietorship, purchased at commercial or legal stationery stores, and that the filing is made in Room 109B at 60 Centre Street.

The Oneida County Clerk states a filing fee of $25.00, cash only, with a $5.00 charge for each certified copy, while the New York County Clerk states a filing fee of $100 cash with certified copies an additional $10 each.

Clerks recommend reviewing names already on file before filing, because a name already in use or misleading to the public may be refused.

For corporations, limited partnerships, and limited liability companies, the certificate is filed with the New York Department of State in Albany and must be executed by an officer, general partner, member or manager, or attorney-in-fact or authorized person.

The Department of State collects the twenty-five dollar fee and, for corporations, also collects the county clerk fee for each county indicated in the certificate and transmits copies to those county clerks for indexing.

Section 130 of the General Business Law does not state a fixed term or expiration for an assumed name certificate and sets no renewal procedure; the statute instead frames the certificate as remaining in place until an amendment or discontinuance is filed.

Whenever a filed certificate no longer accurately sets forth the required facts, or within thirty days after there has been a change in those facts, an amended certificate must be filed identifying the original certificate and incorporating the corrections or changes.

An amendment that adds or withdraws a person conducting the business or a partner must be executed by that person and by one or more of the other persons named in the original or last amended certificate, unless a supreme court order provides otherwise.

The Oneida County Clerk notes that a county-filed DBA cannot be changed without filing an amended certificate and paying an additional $25.00.

When the business is discontinued, or conditions change so that the filing is no longer required, a certificate of discontinuance may be filed with the county clerk or, for corporations, limited partnerships, and limited liability companies, with the secretary of state.

The CPLR provides that no fee is charged for filing a cancellation, discontinuance or dissolution certificate, and county clerks confirm there is no charge for filing a discontinuance of an assumed name.

Start with the free official source.

First decide which route applies to your entity type: if you operate as a sole proprietorship or a general partnership, contact the county clerk of each county where you conduct or transact business and ask for the business certificate procedure — forms are commonly bought from legal stationery stores, signatures must be notarized, and the statutory county clerk fee is twenty-five dollars outside New York City and one hundred dollars in the five boroughs.

If you operate as a corporation, limited partnership, or limited liability company, file the Certificate of Assumed Name with the New York Department of State in Albany; the Department's website at dos.ny.gov publishes the forms and current fees, so check it directly before filing.

Before filing anywhere, search the clerk's index or the Department of State's records for names already in use, and remember that the certificate is not a license and gives no ownership rights in the name.

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