Assumed Name Certificate in New York: Filing Rules, Fees, and Steps
Businesses in New York that operate under a name different from their legal name generally must file an assumed name certificate. The filing requirement depends on the business structure: corporations and limited liability companies (LLCs) file with the New York Department of State, while individuals and many partnerships file with the county clerk. Knowing which office handles the filing—and what the certificate does not do—can help avoid delays, unnecessary fees, and mistaken assumptions about name protection.
What an Assumed Name Certificate Does
An assumed name certificate records the name under which a person or business conducts business when that name differs from its legal name. New York law commonly refers to this filing as a certificate of assumed name; “DBA,” short for “doing business as,” is another widely used term.
For example, a corporation legally named Hudson Valley Outdoor Supply, Inc. might sell products as Trailside Gear. The corporation remains the same legal entity, but it files an assumed name certificate to disclose the name it uses. A sole proprietor named Jordan Lee who operates a repair business as Lee Home Repair may also need to file, depending on the name used and the applicable county rules.
The filing is a public record. It identifies the business’s legal owner and provides information about its business name and address. Banks, customers, vendors, and government offices may ask for proof of the filing when a business opens an account, signs a contract, or applies for a permit.
Who Must File in New York
New York’s filing process depends primarily on the type of business. Corporations and LLCs file assumed name certificates with the New York Department of State. Individuals and many partnerships file with the county clerk in the county where the business is conducted. Other entity types may have their own filing rules, so the correct office should be confirmed before submitting paperwork.
| Business structure | Typical filing office | Important detail |
|---|---|---|
| Corporation | New York Department of State | Uses the state’s Certificate of Assumed Name form. |
| Limited liability company | New York Department of State | Files a separate assumed name certificate for each assumed name. |
| Sole proprietor | County clerk | Usually files in the county where the business is conducted. |
| General partnership | County clerk | County procedures and forms may vary. |
A business operating in more than one county should check the applicable rules for each place of business. For corporations and LLCs, the state certificate identifies the counties where the assumed name will be used, and additional county fees may apply. For an individual or partnership, the county clerk can explain whether additional filings are needed for operations in other counties.
Choosing a Name Before Filing
Before preparing the certificate, the business should check whether the proposed name is acceptable and whether it could cause confusion with an existing business. New York’s business entity database can help identify entities already on record, but a database search is not a legal guarantee that a name is available for every purpose.
An assumed name certificate does not create a new business entity or reserve a name exclusively. It also does not, by itself, establish trademark rights or authorize use of a name that infringes someone else’s rights. A business considering a valuable brand should search federal and state trademark records and consider getting legal advice. The U.S. Patent and Trademark Office provides a federal trademark search tool, but a search alone is not a legal clearance opinion.
Businesses should also distinguish an assumed name filing from a legal name change. A corporation or LLC changing its legal name generally must file the relevant amendment to its formation document with the Department of State. Filing an assumed name certificate allows the entity to use an additional business name; it does not alter the name shown on its formation record.
How Corporations and LLCs File
Corporations and LLCs generally submit a Certificate of Assumed Name to the New York Department of State. The state provides forms and filing instructions through its Division of Corporations. The certificate typically asks for the entity’s legal name, the assumed name, the entity type, its formation jurisdiction, its principal office address, and the counties in which it conducts or intends to conduct business under the assumed name.
- Confirm the legal entity information. Use the entity’s exact legal name as it appears in the Department of State’s records.
- Check the proposed assumed name. Review state records and consider trademark and marketplace searches.
- Complete the state form. Follow current instructions and provide accurate county and address information.
- Calculate the filing fee. Include the base fee and any applicable county fees.
- Submit the certificate. Use the submission method and payment instructions listed by the Department of State.
- Keep the filed record. Retain the filing confirmation or certified copy for banking, licensing, and business records.
State forms and requirements can change. Applicants should download the current form and instructions directly from the New York Department of State’s assumed name certificate page, rather than relying on an old form or third-party template.
How Individuals and Partnerships File
A sole proprietor or partnership generally files an assumed name certificate with the county clerk, not the Department of State. The county clerk’s office can provide the correct form, explain local submission options, and confirm the fee. Requirements may differ by county, including whether the form must be notarized, what identification is required, and how many copies should be submitted.
In New York City, each borough corresponds to a county: Manhattan is New York County, Brooklyn is Kings County, Queens is Queens County, the Bronx is Bronx County, and Staten Island is Richmond County. Applicants should contact the appropriate county clerk for filing details rather than assuming that a citywide office handles every certificate.
Individuals and partnerships should check whether the certificate needs to identify all owners, their addresses, and the business location. Because local requirements can vary, it is prudent to confirm the current instructions with the county clerk before signing or mailing the paperwork.
New York Assumed Name Certificate Fees
For a corporation or LLC, the New York Department of State generally charges a $25 base filing fee, plus a county fee for each county listed. The county charge is generally $25 per county, with a higher charge—commonly $100 per county—for counties within New York City. Fees and payment instructions can change, so applicants should verify the current schedule before filing.
County-clerk fees for individuals and partnerships are set under applicable rules and may differ from the Department of State fee structure. A county may charge for the filing and for certified copies. Ask the clerk for the total cost, accepted payment methods, and any extra charges for expedited handling or copies.
For a state-filed certificate covering several counties, the total can be higher than the base fee. For example, listing multiple counties may add a fee for each one. The Department of State’s current instructions should be used to calculate the correct amount; an incomplete payment can delay processing.
What Information and Documents to Prepare
Exact requirements depend on the filer and filing office. Before starting, gather the information likely to be requested:
- The business’s exact legal name and entity type, if applicable
- The proposed assumed name, spelled consistently throughout the form
- The business’s principal office or business address
- The counties where the name will be used
- The names and addresses of owners, partners, or entity representatives, as required
- The required signature, notarization, or authorization
- The filing fee and any payment or copy requests
Corporations and LLCs should make sure that the person signing has authority to submit the filing. An entity may also need to maintain internal approval records under its governing documents. The assumed name certificate itself does not replace permits, professional licenses, sales tax registration, or other operational requirements.
After Filing: Using the Name Correctly
Once filed, the business can use the assumed name subject to other applicable laws and licensing rules. It should use the name consistently on customer-facing materials, invoices, contracts, and online listings, while providing its legal identity where required. A contract or invoice may identify both names—for example, “Hudson Valley Outdoor Supply, Inc., doing business as Trailside Gear.”
A certificate does not automatically update the business’s records with banks, tax agencies, insurers, licensing departments, or payment processors. The business may need to provide a filed copy and separately update those accounts. It should also confirm that a chosen name is permitted for any regulated activity, since professional and industry-specific rules may restrict how a business presents itself.
Changing or Discontinuing an Assumed Name
If an entity wants to use a different assumed name, it generally files a new certificate for that name. To stop using a name, it should file the appropriate certificate of discontinuance or other required notice with the office where the original certificate was filed. A business should not assume that closing a location or changing its website automatically removes the public filing.
When an entity’s legal name, address, ownership, or business structure changes, the required update depends on the type of change and the original filing. The entity should consult the Department of State or county clerk about the correct amendment or discontinuance procedure. Keeping public records current can reduce confusion for customers and counterparties.
Common Filing Mistakes to Avoid
- Filing with the wrong office: Corporations and LLCs generally file with the state; individuals and many partnerships file with a county clerk.
- Using an assumed name as if it were a new entity: A DBA does not create a corporation or LLC and does not provide liability protection.
- Assuming the name is exclusive: A filing is not a trademark registration or a guarantee against another party’s use.
- Leaving out counties: State filings require accurate county information, and additional fees may apply.
- Using inconsistent legal information: The entity’s legal name should match its official state record.
- Ignoring local requirements: County-clerk procedures for individual and partnership filings can vary.
- Forgetting related registrations: Banking, tax, licensing, and permit records may need separate updates.
Official New York Resources
The New York Department of State provides assumed name forms and instructions for business entities. Its Corporation and Business Entity Database can be used to look up state-recorded entities. For a sole proprietorship or partnership, the relevant county clerk’s office can confirm local filing rules; the New York State Unified Court System provides county contact information. Applicants should verify current forms, fees, and procedures with the filing office before submitting documents.