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Business Law New York State

NYS Division of Corporations, State Records and UCC
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Purpose: Corporations, limited partnerships, and limited liability companies are required by statute to conduct activities under their true legal name. If a corporation, limited partnership, or limited liability company desires to conduct activities under a name other than its true legal name, a certificate complying with Section 130 of the General Business Law must be filed with the New York State Department of State. All other entities such as general partnerships, sole proprietorships, and limited liability partnerships file an Assumed Name Certificate directly with the county clerk in each county in which the entity conducts or transacts business.

The Certificate of Assumed Name must be typed or printed in black ink. All printing and signatures must be of sufficient clarity and darkness to permit recording and reproduction by the Department of State.

Paragraph 1. Insert the exact name of the entity. The exact name can be found on the filing receipt issued by the Department of State when the entity was formed or authorized to do business in New York State or on any amendment filed. It will also appear in any certified copies of these filings that you may have in your possession, which were issued by the Department of State. The name should be taken directly from one of these documents for insertion in the Certificate of Assumed Name form. Do not abbreviate or make other changes to the name. To determine the exact name of the entity, you may write to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY, call the Division of Corporations at (518) 473-2492, or search the Corporation/Business Entity Database.

Paragraph 1a. Foreign Entities Only. If applicable, insert the fictitious name the entity has agreed to use in New York State.

Paragraph 2. Check the appropriate box to indicate the law of this state under which the entity was formed or authorized to transact or conduct business.

Paragraph 3. Insert the assumed name for the business. An assumed name cannot contain words such as "Corporation, " "Incorporated, " "Limited, " "Limited Liability Company, " "Limited Partnership, " or their abbreviations.

Please note that certain words may be used in a certificate of assumed name only with consents or approvals which would permit the use of the word. Restricted and prohibited words are set forth in subparagraph (3) through (11) of paragraph (a) of Section 301 of the Business Corporation Law; subparagraph (3) through (9) of paragraph (a) of Section 301 of the Not-for-Profit Corporation Law; paragraph (3) of subdivision (a) of Section 121-102 of the Revised Limited Partnership Act; and subdivision (d) through (i) of Section 204 of the Limited Liability Company Law.

Paragraph 4. Insert the address of its principal place of business in New York State. The address must be set forth in terms of a number and street, city, state and zip code. A post office box is not acceptable. If the entity does not have a principal place of business in New York State, insert the principal out-of-state address.

Paragraph 5. Indicate the county or counties in which the entity does business or intends to do business in this State. Please note that New York City consists of five counties.

Paragraph 6. Insert the address of each location where business will be carried on or transacted under the assumed name. The address must be set forth in terms of a number and street, city, state and zip code. Please note that the address(es) reflected in paragraph 6 must be within the county(ies) circled in paragraph 5. If the entity does not have a specific location where it will conduct business under the assumed name, please indicate so.

Signing Requirements: The Certificate of Assumed Name must be signed on behalf of the entity. The certificate must be signed by an officer of a corporation; by 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 attorney-in-fact or an authorized person for such entity. If the Certificate of Assumed Name is signed by an attorney-in-fact, include the name and title of the person for whom the attorney-in-fact is acting. (Example, John Smith attorney-in-fact for Robert Johnson, president.)

Filer: Insert the name and mailing address of the individual filing the Certificate of Assumed Name. The filer is the person where the receipt, evidencing the filing, will be mailed. The address of the filer may be set forth in terms of a number and street or a post office box.

Important Information

Effective Date: The Certificate of Assumed Name is effective on the date of filing of the certificate by the Department of State.

Fees: The fee for filing a Certificate of Assumed Name is $25 plus any associated county fee(s), as indicated below. If you wish to order a certified copy of your Certificate of Assumed Name, you will also be required to pay a copy fee.

The Department of State’s Division of Corporations accepts MasterCard, Visa, American Express (See Payment by Credit Card for more information), cash, money orders, personal and business checks for $500 and under and certified checks for amounts over $500. It is suggested that cash payments not be made when mailing a Certificate of Assumed Name.

Additional Fees for Corporations

The Department of State collects the following, additional, county clerk fees for each county in which a corporation does business or transacts business:

  • $100 — for each county within New York City (Bronx, Kings, New York, Queens, and Richmond Counties)
  • $25 — for each county outside New York City

The total fee for a to file a Certificate of Assumed Name in all counties in New York State, including the Department of State's fee, is $1, 950.

There is no county fee for limited liability companies or limited partnerships.

Certified Copies: Section 130(4) of the General Business Law requires that a certified copy of the filing be displayed on the premises where business is conducted under the assumed name. The fee for each certified copy is $10.

Source: www.dos.ny.gov

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