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.
Instructions for Completing the Certificate of Assumed Name
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 12231-0001, 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 (w) of Section 404 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.
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 corporation 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.
To facilitate the process, you may wish to order a certified copy of your Certificate of Assumed Name at the time of filing. Should you decide to do this, a written request for the certified copy/copies must be included with the Certificate of Assumed Name and include the appropriate fee. Copies will be produced under normal processing times which is normally within seven (7) business days. If you wish to have the certified copy request processed sooner, you will be required to pay for Expedited Processing. (See below.)
Submitting the Filing: The Certificate of Assumed Name and appropriate filing fee should be delivered or mailed to:
New York State Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
The Division of Corporations offers optional services for the expedited processing of time-sensitive documents. For an additional fee, we will ensure that a filing is processed within the following time frames for the additional fee indicated: 1) Within 2 Hours for an additional fee of $150, 2) The Same Day for an additional fee of $75, and 3) Within 24 hours for an additional fee of $25. Please note that fees for expedited handling must be paid by separate check or money order and may not be combined with any other fees that may be due.
A written request for the expedited processing desired must be submitted with the Certificate of Assumed Name and must indicate the level of expedited processing requested. Certificates of Assumed Name submitted through the mail should be marked with the notation "Expedited Handling" on the envelope and in your cover letter. Certificates of Assumed Name submitted via fax with the Credit Card/Debit Card Authorization Form must specifically indicate the level of expedited processing requested.
Payment by Credit Card: The Department of State's Division of Corporations accepts MasterCard, Visa or American Express for the payment of fees. Complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your Certificate of Assumed Name. You may fax the Certificate of Assumed Name with the Credit Card/Debit Card Authorization Form and your written request for a certified copy, if requested, to the Division of Corporations at (518) 474-1418.
Filing Receipt: Upon the filing of the Certificate of Assumed Name, the Department of State will issue an official filing receipt. The filing receipt will reflect the date your Certificate of Assumed Name was filed, the name of the corporation, the assumed name and the accounting of the fees you paid. Please verify the information on the receipt to ensure that the information has been recorded correctly by our office. The receipt is your proof of filing. This receipt should be maintained in a safe place. The Department of State does not issue duplicate filing receipts to replace those lost or destroyed.
Please note that the filing receipt and certified copy, if requested, will be returned by first class mail by the United States Postal Service. The filing receipt and certified copy, if requested, are mailed separately. We do not provide these documents by fax. You may request that your filing receipt and certified copy be returned to you by overnight delivery service by including a prepaid shipping label with your request.
Assistance: If you have any questions regarding the completion of this form, please call the Division of Corporations at (518) 473-2492.