If a business wants to do business with a name that is different from the name used to form the business, it must file the new name (called a trade name).
This is often called filing for a DBA, or "doing business as."
For example, if “Frank’s Hot Dogs LLC” wants to do business as “Best Hot Dogs in Town” then the owners have to file a DBA.
While any business can file a DBA in New York, there are different requirements for different entities.
Corporations, limited partnerships, and limited liability companies must file a certificate complying with Section 130 of the General Business Law.
Any other entities such as general partnerships, sole proprietorships, and limited liability partnerships are required to file an Assumed Name Certificate directly with the county clerk in every county in which the entity conducts or transacts business.
When do you need a DBA?
New York law requires that a company use its true legal name to conduct business.
Thus, companies seeking to use a name other than their true legal name must file for a DBA.
DBAs can be useful for a number of reasons. They allow a business to open a bank account and process transactions under a different name.They also allow the business to build local brand equity in a name other than the legal name of the business itself.
Setting up a DBA in New York
Setting up a DBA in New York starts with making sure the name that you seek to use is not currently in use.
You will need to avoid the use of certain words and phrases. A fictitious name cannot contain words such as "Corporation," "Incorporated," "Limited," "Limited Liability Company," "Limited Partnership," or their abbreviations.
Certain words may only be used in a certificate of assumed name with certain prior approvals, check with the Secretary of State for more information.
New York DBA forms
A Certificate of Assumed Name is the relevant DBA form in New York State.
Forms to amend the Certificate of Assumed Name form (in case something needs to be changed) and forms to discontinue the Certificate of Assumed Name request (in case the reasons for filing for the DBA no longer apply) are also available.
New York DBA filing & registration
A filer for a DBA must insert the exact name of the entity seeking the DBA, which can be found on the filing receipt issued by the Department of State when the entity was formed or by searching the Corporation/Business Entity Index.
The filer must also check the appropriate box to indicate the law of New York State under which the entity was formed or authorized to transact business.
The filer must then insert the entity's proposed DBA name, as well as the address of its principal place of business, which may be an out-of-state address but not a post office box.
The filer must also indicate the county or counties in which the entity does or intends to do business, and must insert the address of each location where business will be carried on under the fictitious name.
Finally, the Certificate of Assumed Name must be signed on behalf of the entity by a corporate officer, a general partner of a limited partnership or by a member or manager of a limited liability company.
In all cases the Certificate of Assumed Name may be signed by an authorized person for such entity, provided that person provides the name and title of the principal for whom he or she is acting.
The filer must also insert his or her own name and mailing address so they can receive the receipt that evidences the filing.
Tax considerations
Getting a trade name registered by filing a DBA doesn’t change how your company is taxed.
