What Does DBA Stand For in New York City

When starting a business, you might wonder what does DBA stand for and whether you need a DBA. DBA is short for “doing business as.” Sometimes, businesses incorporate with a different name other than the name they are doing business as.

For example, the corporation that runs Burger King is not called Burger King Corporation. It is actually called Restaurant Brands International, Inc. (RBI). It operates three brands, Burger King, Tim Hortons, and Popeyes. For those restaurants that it actually owns, RBI needs to get a DBA certificate from the Department of State of the state where the restaurant is operating. For example, if RBI operates a Burger King in New York, it needs to apply for authority (if it’s a foreign corporation) to operate in New York and a DBA Certificate to say RBI is operating in New York under the name “Burger King”. If RBI grants a franchise to John, for example, to operate a Burger King in New York, John will create an LLC or corporation, such as ABC LLC, and will file a DBA Certificate stating that ABC LLC is operating in New York under the name of Burger King.

Dba certificate or business certificate

A DBA certificate is also known as a Certificate of Assumed Name. It can be filed together with the certificate of incorporation. Corporations, limited partnerships, and limited liability corporations use the DBA Certificate, filed with the Department of State. For sole proprietorships and general partnerships, a business certificate (similar to the certificate of assumed name) is filed with the county clerk.

When You Need a DBA in New York

You need a DBA whenever you are conducting business under a name other than your legal name (if you are a sole proprietor or partnership) or other than your registered entity name (if you are an LLC or corporation). Common situations include:

• A sole proprietor whose legal name is Jane Smith but who runs her bakery under the name "Sweet Slice Bakery."
• A corporation that was incorporated as "Brooklyn Holdings Inc." but operates several different restaurants, each with its own brand name.
• An LLC that owns multiple rental properties under different brand names.
• A franchisee who owns "ABC Holdings LLC" and operates a franchise under a famous brand.

If you are using your own legal name as a sole proprietor (for example, "Jane Smith, Attorney at Law"), and the name includes no extra words that would suggest a separate entity, a DBA is generally not required. The moment you add a non-personal element ("Jane Smith Consulting Services" or "Smith & Associates"), the rules become more demanding.

How to File a DBA in New York

The filing procedure depends on the type of entity behind the DBA.

Sole proprietors and general partnerships. File a business certificate (sometimes called a "Form X-201" or assumed-name certificate) with the county clerk in the county where the business operates. The fee is modest (often $33 to $35 depending on the county) and a separate filing is required for each county where the business operates. Several certified copies of the filed certificate are typically purchased at the same time and are used to open bank accounts and obtain licenses.

Corporations and LLCs. File a Certificate of Assumed Name with the New York Department of State. The filing fee depends on the type of entity and, for corporations, on the number of counties in which the entity will use the assumed name. The fee for an LLC is $25; for a corporation, $25 plus county-by-county fees. Foreign entities (those formed in another state but operating in New York) must also be qualified to do business in New York before filing an assumed name.

Newspaper Publication for Certain Entities

New York LLCs and limited partnerships have a separate publication requirement when they are first formed. This is not the same as DBA filing, but the two often come up together. The entity must publish notice of formation in two newspapers, one daily and one weekly, designated by the county clerk in the county of the entity's principal office, for six consecutive weeks. The publication must be completed within 120 days of formation, and a Certificate of Publication must then be filed with the Department of State. Counties with high circulation rates can charge well over $1,500 for the publication.

DBA Versus Trademark

Filing a DBA in New York is a public-records filing. It does not give you trademark rights. Anyone else can use the same name in another county or in another industry. If your business name is important to your brand, you should consider a federal trademark registration with the U.S. Patent and Trademark Office or, at a minimum, a New York state trademark registration. A trademark gives you the exclusive right to use the name in commerce in the relevant geographic area and industry, and the right to stop others from confusingly similar uses.

Why Some Businesses Use Multiple DBAs

A single corporation or LLC can operate multiple lines of business under different DBAs. This structure has the advantage of allowing one entity to maintain one set of books and one tax return while presenting different brand identities to the public. It has the disadvantage that all of the lines of business share the same legal liabilities. If a customer of one DBA sues the entity, the assets of the other DBA are at risk too. Where the lines of business carry materially different risks, it is usually better to use separate entities, with separate DBAs if needed, to compartmentalize liability.

Banking and Licensing With a DBA

Banks generally will not allow you to deposit checks made out to a DBA name into an account in a different name. You must either open a bank account in the DBA name (which the bank will require the assumed-name certificate to do) or have the check reissued to the legal entity name. Many state and local licenses, such as liquor licenses and home improvement contractor licenses, will be issued under the legal entity name with the DBA listed as a trade name. You should be prepared to provide a certified copy of the DBA filing whenever you apply for a license, open a bank account, or enter into a contract under the DBA name.

Tax Treatment of a DBA

A DBA does not change the tax treatment of the business. A sole proprietor with a DBA is still a sole proprietor for tax purposes. An LLC operating under a DBA is still taxed according to the LLC's elected status. The DBA name does not appear on the entity's tax returns, but it should appear on the entity's invoices, receipts, and contracts. Income earned under the DBA flows through to the underlying entity's tax filings.

Changing, Renewing, or Terminating a DBA

If you stop using a DBA, you should file a termination of the assumed name to keep the public record accurate and to prevent any future obligations from being inferred from continued use. If you change the DBA name or other particulars, you generally must file an amendment. DBA filings in New York generally do not have a fixed term that requires renewal, but some counties impose update obligations after a number of years or upon certain changes to the underlying business.

Common Mistakes

• Operating under a brand name without ever filing a DBA. This can expose the business to fines and can render contracts entered into under the unregistered name unenforceable in some circumstances.
• Filing the DBA in only one county when the business operates in several.
• Treating the DBA as if it were a separate legal entity. The DBA is just a name; the underlying entity is the legal actor.
• Forgetting to update the DBA when the underlying entity's address or ownership changes.
• Assuming the DBA filing protects the business name from infringement. It does not.

Fictitious Names in Other States

If you operate a business in multiple states, you will need to register the DBA in each state under that state's rules. The terminology varies by state, with some calling it a fictitious business name (FBN), some calling it a trade name, and some calling it an assumed name. The fees, the publication requirements, and the renewal periods vary as well. Building a national brand requires a coordinated DBA strategy state by state.

DBA in Connection With Buying or Selling a Business

When a business changes hands, the DBA filings need to be reviewed and updated. If the buyer is acquiring assets of the business and intends to continue operating under the same brand name, the buyer typically files a new DBA in its own entity's name and the seller files a termination of the prior DBA. If the buyer is buying the entity itself in a stock sale, the existing DBA continues to belong to the entity and no new filing is required, although the underlying ownership change may trigger reporting in other places.

Speak With a Business Attorney

If you are wondering what DBA stands for, considering establishing your own business, or trying to determine what legal structure is the best structure to operate your business in, we at the Law Offices of Albert Goodwin are here for you. We have offices in New York City, Brooklyn, NY and Queens, NY. You can call us at 212-233-1233 or send us an email at [email protected].