Name/DBA Fictitious Business Name Notice

NEW YORK ASSUMED NAME / DBA CERTIFICATE AND FILING PACKAGE

FICTITIOUS BUSINESS NAME NOTICE UNDER N.Y. GENERAL BUSINESS LAW ARTICLE 9-B

IMPORTANT NOTICE: New York law requires any person, partnership, or entity conducting business under an assumed name to file a certificate with the appropriate office. Failure to comply may result in penalties including the inability to maintain a civil action. This package contains all forms and instructions needed to file, amend, discontinue, or renew a DBA/assumed name certificate in New York.

TABLE OF CONTENTS

1. Overview and Applicability
2. Filing Instructions by Entity Type
3. Certificate of Assumed Name -- Sole Proprietor/Partnership (County Clerk Filing)
4. Certificate of Assumed Name -- Corporation/LLC/LP (Department of State Filing)
5. Publication Requirements
6. Affidavit of Publication
7. County Clerk Filing Procedures
8. Department of State Filing Procedures
9. Certificate of Amendment
10. Certificate of Discontinuance
11. Renewal Requirements
12. Penalties for Non-Filing
13. Practice Notes and NY-Specific Requirements
14. Fee Schedule
15. Sources and References

1. OVERVIEW AND APPLICABILITY

1.1 Who Must File

Under N.Y. General Business Law Section 130, the following persons and entities must file a certificate when conducting business under an assumed name (i.e., a name other than their legal name):

☐ Sole Proprietors -- Any individual conducting business under a name that does not include the individual's full legal name

☐ General Partnerships -- Any partnership conducting business under a name that does not include the full legal names of all partners

☐ Limited Liability Partnerships (LLPs) -- Filing under assumed name different from registered LLP name

☐ Corporations (Domestic and Foreign) -- Any corporation conducting business under a name other than its corporate name as filed with the Department of State

☐ Limited Liability Companies (Domestic and Foreign) -- Any LLC conducting business under a name other than its legal LLC name

☐ Limited Partnerships (Domestic and Foreign) -- Any LP conducting business under a name other than its registered LP name

1.2 Key Distinction: Where to File

New York distinguishes between two filing locations depending on entity type:

1.3 What Constitutes an "Assumed Name"

An assumed name is any name under which a person or entity conducts or transacts business that is different from:

• The individual's true legal name (for sole proprietors)
• The names of all partners (for partnerships)
• The entity's legal name as filed with the Department of State (for corporations, LLCs, and LPs)

Examples:

• John Smith operating as "Smith's Hardware" -- MUST file
• John Smith operating as "John Smith" -- no filing required
• ABC Corp. operating as "ABC Corp." -- no filing required
• ABC Corp. operating as "ABC Home Solutions" -- MUST file

2. FILING INSTRUCTIONS BY ENTITY TYPE

2.1 Sole Proprietors and General Partnerships

Step 1: Complete the Certificate of Assumed Name (County Clerk form -- see Section 3 below)

Step 2: File the original certificate with the County Clerk in each county where business is or will be conducted

Step 3: Pay the applicable filing fee (varies by county; typically $25-$100)

Step 4: Obtain and retain certified copies for display at each business location

Step 5: Display a certified copy at the premises where business is conducted (GBL Section 130(4))

2.2 Corporations, LLCs, and Limited Partnerships

Step 1: Complete the Certificate of Assumed Name (Department of State form -- see Section 4 below)

Step 2: Submit the certificate to the New York Department of State, Division of Corporations

Step 3: Pay the $25 filing fee to the Department of State

Step 4: Obtain certified copies ($10 each) for display at each business location

Step 5: Display a certified copy at the premises where business is conducted (GBL Section 130(4))

3. CERTIFICATE OF ASSUMED NAME -- SOLE PROPRIETOR/PARTNERSHIP

(For Filing with County Clerk pursuant to GBL Section 130(1))

BUSINESS CERTIFICATE

County of [________________________________]

State of New York

I/WE, the undersigned, do hereby certify:

1. Business Name. The name or designation under which business is or will be conducted or transacted is:

[________________________________]
(the "Assumed Name" or "d/b/a")

2. Business Address. The full address of the principal place of business within this county is:

Street Address: [________________________________]

City: [________________________________] State: NY ZIP: [____]

3. Character of Business. A brief description of the nature or character of the business is:

[________________________________]

[________________________________]

4. Person(s) Conducting Business. The full name(s) and residence address(es) of all person(s) conducting or intending to conduct or transact business under the above assumed name are:

5. Commencement Date. The date on which the undersigned commenced or intends to commence conducting business under the above assumed name is:

[__/__/____]

6. Prior Filings. ☐ This is an original filing. ☐ A prior certificate was filed on [__/__/____] under index number [________________________________].

IN WITNESS WHEREOF, I/we have signed this certificate on this [____] day of [________________________________], 20[____].

________________________________________
Signature

________________________________________
Print Name

________________________________________
Signature

________________________________________
Print Name

NOTARIZATION

STATE OF NEW YORK
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same.

________________________________________
Notary Public
My Commission Expires: [__/__/____]

4. CERTIFICATE OF ASSUMED NAME -- CORPORATION/LLC/LP

(For Filing with Department of State pursuant to GBL Section 130(2))

CERTIFICATE OF ASSUMED NAME

Under Section 130 of the General Business Law

1. Assumed Name. The name or designation under which the undersigned entity conducts or intends to conduct or transact business in the State of New York is:

[________________________________]

2. Entity Name. The true name of the entity is:

[________________________________]

3. Entity Type. The entity is a (check one):

☐ Domestic Business Corporation
☐ Foreign Business Corporation
☐ Domestic Not-for-Profit Corporation
☐ Foreign Not-for-Profit Corporation
☐ Domestic Limited Liability Company
☐ Foreign Limited Liability Company
☐ Domestic Limited Partnership
☐ Foreign Limited Partnership
☐ Other: [________________________________]

4. Jurisdiction of Formation/Incorporation. The entity was formed/incorporated under the laws of:

[________________________________]

5. Date of Formation/Incorporation: [__/__/____]

6. New York Filing Date. The entity's certificate of incorporation, articles of organization, or certificate of limited partnership was filed with the Department of State on:

[__/__/____]

7. Department of State Filing Receipt/Index Number: [________________________________]

8. Principal Place of Business. The location of the entity's principal office in the State of New York is:

Street Address: [________________________________]

City: [________________________________] County: [________________________________] State: NY ZIP: [____]

9. Counties. The name of each county in which the entity conducts or intends to conduct business under the above assumed name:

☐ Albany ☐ Allegany ☐ Bronx ☐ Broome ☐ Cattaraugus
☐ Cayuga ☐ Chautauqua ☐ Chemung ☐ Chenango ☐ Clinton
☐ Columbia ☐ Cortland ☐ Delaware ☐ Dutchess ☐ Erie
☐ Essex ☐ Franklin ☐ Fulton ☐ Genesee ☐ Greene
☐ Hamilton ☐ Herkimer ☐ Jefferson ☐ Kings ☐ Lewis
☐ Livingston ☐ Madison ☐ Monroe ☐ Montgomery ☐ Nassau
☐ New York ☐ Niagara ☐ Oneida ☐ Onondaga ☐ Ontario
☐ Orange ☐ Orleans ☐ Oswego ☐ Otsego ☐ Putnam
☐ Queens ☐ Rensselaer ☐ Richmond ☐ Rockland ☐ Saratoga
☐ Schenectady ☐ Schoharie ☐ Schuyler ☐ Seneca ☐ St. Lawrence
☐ Steuben ☐ Suffolk ☐ Sullivan ☐ Tioga ☐ Tompkins
☐ Ulster ☐ Warren ☐ Washington ☐ Wayne ☐ Westchester
☐ Wyoming ☐ Yates

10. Business Locations. The location of each place where the entity carries on business in the State of New York under the assumed name:

11. Authorized Signatory. This certificate is executed by:

Name: [________________________________]

Title: [________________________________]

IN WITNESS WHEREOF, the undersigned entity has caused this certificate to be signed on its behalf on this [____] day of [________________________________], 20[____].

[Entity Legal Name]

By: ________________________________________
    Name: [________________________________]
    Title: [________________________________]

FILING INSTRUCTIONS FOR DEPARTMENT OF STATE

Mail or deliver to:

New York Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Avenue
Albany, New York 12231

Filing Fee: $25.00 (check or money order payable to "Department of State")

Certified Copies: $10.00 per certified copy (recommended: order at least one certified copy for display at each business location)

Processing Time: Standard processing is approximately 2-4 weeks. Expedited processing is available for additional fees:

• 24-hour processing: $150.00
• Same-day processing: $75.00
• 2-hour processing (over-the-counter in Albany): $150.00 + $25.00 handling

5. PUBLICATION REQUIREMENTS

5.1 DBA / Assumed Name Certificates -- No Publication Required

Important: Unlike LLC formation (which requires publication under LLC Law Section 206), DBA/assumed name certificates filed under GBL Section 130 do not require newspaper publication in New York.

5.2 When Publication May Be Required

Publication may be required in the following related circumstances:

☐ LLC Formation -- LLCs must publish notice of formation in two newspapers (one daily, one weekly) in the county of the LLC's principal office for six consecutive weeks (LLC Law Section 206)

☐ Limited Partnership Formation -- LPs must publish in two newspapers in the county of the LP's principal office for six consecutive weeks (Partnership Law Section 121-201(c))

☐ Legal Name Change -- If the DBA filing relates to a court-ordered name change, publication of the name change order may be required

☐ Voluntary Publication -- Some businesses voluntarily publish notice of their DBA to provide public notice, although this is not legally required

5.3 Voluntary Publication Notice (If Desired)

If the filer elects to publish a voluntary notice, the following form may be used:

NOTICE OF ASSUMED NAME

NOTICE IS HEREBY GIVEN that the undersigned, [________________________________] (the "Filer"), having a principal place of business at [________________________________], [________________________________], New York [____], has filed a certificate pursuant to Section 130 of the New York General Business Law, certifying that the Filer is conducting business under the assumed name of:

[________________________________]

at [________________________________], [________________________________], New York [____].

The character of the business is: [________________________________].

Dated: [__/__/____]

[________________________________]
[Print Name of Filer]

6. AFFIDAVIT OF PUBLICATION

(For Use If Voluntary Publication Is Made or If Required for Related Filing)

AFFIDAVIT OF PUBLICATION

STATE OF NEW YORK
COUNTY OF [________________________________]

I, [________________________________], being duly sworn, depose and state:

1. I am the ☐ publisher ☐ editor ☐ printer ☐ principal clerk of the [________________________________] (the "Newspaper"), a newspaper published in [________________________________] County, New York.

2. The Newspaper is a newspaper of general circulation, published in the English language, and has been designated by the County Clerk of [________________________________] County as a newspaper authorized to publish legal notices.

3. The annexed notice of assumed name, a true copy of which is attached hereto as Exhibit A, was published in the Newspaper on the following dates:

4. The total cost of publication was: $[________________________________]

________________________________________
Signature of Affiant

________________________________________
Print Name and Title

Sworn to before me this [____] day of [________________________________], 20[____].

________________________________________
Notary Public
My Commission Expires: [__/__/____]

7. COUNTY CLERK FILING PROCEDURES

7.1 General Requirements

For sole proprietors and general partnerships, the DBA certificate must be filed with the County Clerk in each county where business is conducted.

7.2 Filing Checklist

☐ Completed Business Certificate / Certificate of Assumed Name form (see Section 3)

☐ Government-issued photo identification of the person filing

☐ Filing fee payment (cash, check, or money order -- varies by county; credit cards accepted in some counties)

☐ Additional fee for certified copies if desired

☐ Social Security Number or EIN (some counties require this for their records but it is not placed on the public certificate)

7.3 County-Specific Information

Filing fees and procedures vary among New York's 62 counties. Below are examples for major counties:

Note: Verify current fees directly with the applicable county clerk before filing, as fees are subject to change.

7.4 Multiple County Filings

If business is conducted in more than one county, a separate certificate must be filed with the County Clerk in each county where business is conducted. This is a separate requirement from the Department of State filing that applies to entities such as corporations and LLCs.

8. DEPARTMENT OF STATE FILING PROCEDURES

8.1 Applicability

Corporations, LLCs, and LPs must file their Certificate of Assumed Name with the New York Department of State rather than the County Clerk.

8.2 Filing Methods

By Mail:
New York Department of State
Division of Corporations, State Records and UCC
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231

In Person:
One Commerce Plaza
99 Washington Avenue, Albany, NY 12231
(Counter service available for expedited processing)

Online:
Visit: https://dos.ny.gov
(Some filings may be submitted electronically; check current availability)

8.3 Document Requirements

☐ The certificate must be typed or printed in black ink

☐ All printing and signatures must be of sufficient clarity and darkness to permit recording and reproduction

☐ The certificate must be on paper of standard size (8.5" x 11")

☐ The certificate must be an original (not a photocopy) with original signature(s)

☐ Include the filing fee of $25.00 (check or money order payable to "Department of State")

☐ Include any additional fees for certified copies or expedited processing

8.4 Display Requirement

Pursuant to GBL Section 130(4), a certified copy of the filed certificate must be displayed at the premises where business is conducted under the assumed name. Failure to display the certified copy may subject the filer to penalties.

9. CERTIFICATE OF AMENDMENT

(Filed Pursuant to GBL Section 131 to Amend a Previously Filed Certificate)

CERTIFICATE OF CHANGE / AMENDMENT OF ASSUMED NAME

1. The assumed name under which business is currently conducted is:

[________________________________]

2. The original Certificate of Assumed Name was filed on [__/__/____] with:

☐ The County Clerk of [________________________________] County, Index No. [________________________________]

☐ The New York Department of State, Filing Receipt No. [________________________________]

3. Nature of Amendment (check all that apply):

☐ Change of assumed name to: [________________________________]

☐ Change of business address to: [________________________________]

☐ Addition of person(s) conducting business:

☐ Removal of person(s) from the business:

☐ Change in character of business to: [________________________________]

☐ Addition of county/counties: [________________________________]

☐ Other change: [________________________________]

4. All other information contained in the original certificate remains unchanged except as modified herein.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Change on this [____] day of [________________________________], 20[____].

________________________________________
Signature

________________________________________
Print Name / Entity Name and Title

NOTARIZATION (If Required by County)

STATE OF NEW YORK
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me personally appeared [________________________________], known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same.

________________________________________
Notary Public
My Commission Expires: [__/__/____]

10. CERTIFICATE OF DISCONTINUANCE

(Filed Pursuant to GBL Section 130-a When the Assumed Name Is No Longer in Use)

CERTIFICATE OF DISCONTINUANCE OF BUSINESS UNDER ASSUMED NAME

1. The assumed name under which business was conducted is:

[________________________________]

2. The original Certificate of Assumed Name was filed on [__/__/____] with:

☐ The County Clerk of [________________________________] County, Index No. [________________________________]

☐ The New York Department of State, Filing Receipt No. [________________________________]

3. The person(s)/entity that conducted business under the above assumed name is/are:

4. The date on which business under the above assumed name was discontinued is:

[__/__/____]

5. Reason for discontinuance (optional):

☐ Business closed / dissolved
☐ Change to different assumed name (new certificate filed)
☐ Reversion to legal name
☐ Sale of business
☐ Other: [________________________________]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Discontinuance on this [____] day of [________________________________], 20[____].

________________________________________
Signature

________________________________________
Print Name / Entity Name and Title

Filing Instructions for Certificate of Discontinuance:

• File with the same office where the original certificate was filed (County Clerk or Department of State)
• Filing fee: Varies by county (typically $5.00-$25.00 for County Clerk; $25.00 for Department of State)
• Upon filing, the assumed name is released and may be used by another person or entity

11. RENEWAL REQUIREMENTS

11.1 Duration of Certificate

New York's General Business Law does not specify an expiration date for DBA/assumed name certificates. Unlike some states that require periodic renewal, New York assumed name certificates remain in effect until:

• A Certificate of Discontinuance is filed (GBL Section 130-a)
• A Certificate of Amendment/Change is filed (GBL Section 131)
• The entity is dissolved or ceases to exist
• A court order cancels the certificate

11.2 Best Practices

Although no formal renewal is required, practitioners should:

☐ Periodically verify that the certificate is still on file and accurate with the filing office

☐ File an amendment if any information in the certificate has changed (address, persons involved, nature of business, counties of operation)

☐ File a discontinuance promptly if the assumed name is no longer in use

☐ Confirm that the certified copy remains displayed at each business location

☐ Retain copies of all filed certificates and receipts in the entity's permanent records

11.3 County-Specific Renewal Policies

Some counties may have local policies regarding periodic reaffirmation or renewal of business certificates, even though not strictly required by state law. Check with the applicable county clerk for any local requirements.

12. PENALTIES FOR NON-FILING

12.1 Statutory Penalties (GBL Section 133)

Under GBL Section 133, a person or entity that conducts business under an assumed name without filing the required certificate may be subject to the following consequences:

Civil Penalties:

☐ Inability to Maintain Actions -- A person or entity that has not filed the required certificate may be precluded from maintaining any action or proceeding in any court in New York arising out of business conducted under the assumed name until the certificate is filed

☐ Dismissal of Pending Actions -- Existing court actions may be subject to dismissal or stay until the certificate is filed

☐ Monetary Penalties -- Fines of up to $500 for violations of the filing requirements

Criminal Penalties:

☐ Misdemeanor -- Conducting business under an assumed name without filing the required certificate constitutes a misdemeanor under GBL Section 133, punishable by a fine not exceeding $500, imprisonment not exceeding 3 months, or both

12.2 Practical Consequences

Beyond statutory penalties, failure to file may result in:

☐ Inability to open a business bank account under the assumed name

☐ Inability to enter into contracts under the assumed name

☐ Difficulty obtaining business licenses and permits

☐ Loss of credibility with clients, vendors, and lenders

☐ Exposure to fraud claims if operating under an undisclosed name

12.3 Curing Non-Compliance

Non-compliance can typically be cured by filing the required certificate. Once filed, the ability to maintain actions is generally restored. However, any criminal liability for prior non-compliance is not retroactively eliminated by subsequent filing.

13. PRACTICE NOTES AND NY-SPECIFIC REQUIREMENTS

13.1 Name Restrictions

The assumed name must not:

☐ Be the same as or confusingly similar to an existing corporate name, LLC name, or assumed name already on file with the Department of State (check availability at https://appext20.dos.ny.gov/corp_public/CORPSEARCH.ENTITY_SEARCH_ENTRY)

☐ Contain words that suggest it is a corporation, LLC, or other formal entity if it is not (e.g., a sole proprietor should not use "Inc." or "LLC" in the assumed name)

☐ Contain words restricted by state law without appropriate licensing (e.g., "bank," "insurance," "trust," "attorney," "doctor")

☐ Be obscene, misleading, or in violation of any other law

13.2 Federal Employer Identification Number (EIN)

☐ A sole proprietor operating under a DBA does not need a separate EIN unless the business has employees or is required to file specific federal tax returns

☐ An entity (corporation, LLC, LP) should use its existing EIN when operating under a DBA

☐ Obtain an EIN from the IRS at https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online

13.3 Banking Requirements

To open a bank account under the assumed name, most New York banks require:

☐ Certified copy of the filed DBA certificate
☐ Government-issued photo identification
☐ EIN or Social Security Number
☐ Proof of business address

13.4 Trademark Considerations

☐ A DBA filing does not confer trademark rights. It is merely a registration of the name for identification purposes.

☐ Before adopting an assumed name, conduct a trademark search through the U.S. Patent and Trademark Office (USPTO) at https://www.uspto.gov/trademarks

☐ Consider filing for state trademark registration with the New York Department of State or federal trademark registration with the USPTO for broader protection

13.5 Tax Implications

☐ Filing a DBA does not create a separate tax entity. The income from the business is reported on the individual's personal tax return (for sole proprietors) or the entity's tax return (for corporations, LLCs, etc.)

☐ New York State tax registration may be required separately through the New York Department of Taxation and Finance

☐ Sales tax registration may be required if the business sells taxable goods or services (file Form DTF-17 with the NYS Department of Taxation and Finance)

13.6 NYC-Specific Considerations

For businesses operating in New York City:

☐ File with the County Clerk of the appropriate borough (New York/Manhattan, Kings/Brooklyn, Queens, Bronx, or Richmond/Staten Island)

☐ Obtain any required NYC business licenses from the NYC Department of Consumer and Worker Protection

☐ Register for NYC commercial rent tax if applicable (for commercial tenants in Manhattan south of 96th Street)

☐ Comply with NYC Consumer Protection Law signage and disclosure requirements

13.7 Relationship to Other Filings

A DBA/assumed name certificate is separate from and does not replace:

☐ Articles of Incorporation / Certificate of Incorporation (for corporations)
☐ Articles of Organization (for LLCs)
☐ Certificate of Limited Partnership (for LPs)
☐ Partnership Agreement (for general partnerships)
☐ Business licenses and permits
☐ Sales tax registration
☐ Zoning approvals
☐ Professional licensing

13.8 Multiple DBAs

☐ A person or entity may file multiple DBA certificates for different assumed names

☐ Each assumed name requires a separate certificate and filing fee

☐ Each assumed name should be registered separately for banking, licensing, and other purposes

13.9 Duration of Use and Abandonment

☐ If the assumed name is not used for a period of time, consider filing a Certificate of Discontinuance to avoid confusion

☐ Abandonment of an assumed name does not automatically cancel the certificate; a formal filing is required

☐ Another person or entity may adopt a similar name if the prior user has abandoned it and filed a discontinuance

14. FEE SCHEDULE

14.1 Department of State Fees (Corporations, LLCs, LPs)

14.2 County Clerk Fees (Sole Proprietors, General Partnerships)

Fees vary by county. The following are representative ranges:

Note: Contact the specific county clerk's office for current fee schedules. Fees are subject to change without notice.

15. SOURCES AND REFERENCES

Statutes

• New York General Business Law Article 9-B, Sections 130-137
• New York General Business Law Section 130 -- Filing of Certificates
• New York General Business Law Section 130-a -- Certificate of Discontinuance
• New York General Business Law Section 131 -- Certificate of Change
• New York General Business Law Section 133 -- Penalties
• New York Business Corporation Law Section 1301
• New York Limited Liability Company Law Section 204
• New York Partnership Law Section 121-201

Government Resources

• New York Department of State, Division of Corporations: https://dos.ny.gov
• New York Department of State Business Entity Search: https://appext20.dos.ny.gov/corp_public/CORPSEARCH.ENTITY_SEARCH_ENTRY
• New York County Clerks Association: https://www.nyscca.com
• NYC Courts Business Certificates: https://ww2.nycourts.gov/courts/1jd/supctmanh/Business_Certificates.shtml

IRS Resources

• Apply for an EIN: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online

FILING COMPLETION CHECKLIST

Use this checklist to ensure all steps have been completed:

☐ Determined the correct filing office (County Clerk vs. Department of State) based on entity type

☐ Verified that the assumed name is available and not confusingly similar to existing names

☐ Completed the appropriate Certificate of Assumed Name form

☐ Obtained notarization (if required by the county)

☐ Prepared payment for filing fees

☐ Filed the certificate with the appropriate office(s)

☐ Obtained certified copy/copies of the filed certificate

☐ Displayed certified copy at each business premises

☐ Opened business bank account under the assumed name (if desired)

☐ Obtained necessary business licenses and permits

☐ Registered for sales tax (if applicable)

☐ Applied for EIN (if needed)

☐ Conducted trademark search and considered trademark registration

☐ Retained copies of all filed documents in permanent business records

This template is provided for informational purposes only and does not constitute legal advice. Users must verify current filing requirements, fees, and procedures with the applicable county clerk or the New York Department of State. This template should be reviewed and customized by a qualified attorney licensed in the State of New York before use.

Last Updated: February 22, 2026