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Welcome to our In-depth guide on how to register a business name in New York! Whether you’re starting a new venture or expanding an existing one to the Empire State, registering your business name is a crucial step towards establishing your brand and ensuring legal compliance. New York offers various options, such as forming an LLC or corporation or filing for a “doing business as” (DBA) name. In this comprehensive guide, we’ll walk you through the process, making it simple and stress-free.
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4 Steps to Register Your Business Name in New York
Navigating the business landscape in the Empire State starts with registering your business name in New York. This pivotal step sets the groundwork for establishing your brand identity and ensures compliance with state regulations.
Follow these four simple steps to officially register your business name in New York and pave the way for your entrepreneurial success in the bustling streets of the Big Apple and beyond.
Step 1: Choose Your Business Structure in New York
Selecting the appropriate business structure for your enterprise in the state of New York is a crucial decision that will impact your business’s operations, growth, and legal obligations. Let’s explore the various options available for incorporated and unincorporated businesses in New York, along with their respective functionalities.
For businesses requiring incorporation, such as the ones listed below, registration with the New York Secretary of State is mandatory:
Sole Proprietorship
This is the simplest business structure where the owner and the business are considered one legal entity. However, the owner is personally responsible for the business’s debts and liabilities. While registering a sole proprietorship with the state isn’t required in New York, obtaining local permits or licenses may be necessary.
General Partnership
A business co-owned by two or more individuals who share both profits and losses. Each partner has personal liability for the business’s debts and legal obligations. Registering a general partnership with the state isn’t obligatory, but filing a “New York Assumed Name Certificate” (DBA) may be necessary for the county where the business is located.
Limited Partnership (LP)
This structure includes general partners responsible for managing the business with unlimited personal liability and limited partners who contribute capital but have limited liability. To establish an LP in New York, filing a “Certificate of Limited Partnership” with the New York Secretary of State is imperative.
Limited Liability Company (LLC)
An LLC offers liability protection similar to a corporation while combining the tax benefits and simplicity of a partnership. In New York, you must file an “Articles of Organization – Limited Liability Company” with the New York Secretary of State and draft an Operating Agreement outlining the company’s management and ownership structure.
Corporation
A corporation is a distinct legal entity from its shareholders, providing limited liability protection. In New York, there are two types of corporations: C-corporations and S-corporations.
Establishing a corporation requires filing either a “Certificate of Incorporation- For-Profit Corporation” or a “Certificate of Incorporation- Nonprofit Corporation” with the New York Secretary of State, depending on your business’s nature. Corporations involve greater formality, such as creating bylaws, issuing stock, and holding regular board and shareholder meetings.
When selecting the business structure in New York that best aligns with your requirements, consider factors like liability protection, taxation, and management prerequisites. Seeking guidance from legal or business professionals can be helpful in making an informed decision.
By carefully choosing the right business structure and registering your business name, you’ll be on the path to a legally compliant and thriving enterprise in New York.
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Step 2: Select a Unique Business Name in New York
Naming your business in New York involves several procedures, including registering a legal entity name, obtaining a trademark, or operating under a Doing Business As (DBA) name. Each method has its unique requirements and implications, so it’s crucial to understand the specific regulations applicable in New York.
The naming method you select should align with your business’s individual needs and circumstances. While it’s possible to pursue multiple naming routes to ensure exclusive ownership of your chosen name, you may also opt for a single method. Although not mandatory, maintaining consistency in the selected name across all registration methods is generally advisable.
Let’s explore each naming option available in New York:
Legal Entity Name
In New York, every business must register a legal entity name, which serves as the official identification for the company in the state. The entity name must be distinctive to avoid any potential conflicts with other businesses using the same name.
New York’s naming laws also prescribe specific company suffixes, such as LLC, LP, or Corp, depending on the type of entity. The chosen name should accurately reflect the nature of the registered business. To check name availability, you can use the New York Secretary of State’s SOS Direct database.
Trademark
A trademark serves as a powerful form of intellectual property protection for your business name or logo at a national level. To secure trademark protection, it’s essential to conduct a comprehensive search within the United States Patent and Trademark Office (USPTO) database to ensure that your desired name or logo isn’t already registered.
Once registered, a trademark grants you exclusive rights to use the name or logo in connection with specific goods or services, offering nationwide protection. However, it’s important to note that obtaining a trademark does not automatically guarantee unrestricted usage rights in all circumstances.
Doing Business As (DBA)
The DBA option allows you to register your business under an official name while operating under a different, commonly known name. To establish a DBA in New York, you must file an Assumed Name Certificate (DBA) with the county clerk’s office where your business is located. Unlike legal entity names, DBAs are subject to federal trademark laws, but uniqueness at the state level isn’t a requirement.
By understanding and carefully considering these naming options, you can effectively register your business name in New York and safeguard your brand identity. Take the time to research and choose a name that resonates with your business’s values and vision while complying with the state’s naming regulations.
Step 3: Check Business Name Availability in New York
Before proceeding with the registration of your business, it’s crucial to confirm that your desired business name is available for use. In some cases, the name you have in mind might already be in use by another company. To conduct a comprehensive name availability search in New York, follow these three steps:
Trademark Search
The first step involves conducting a federal trademark search to determine if your preferred business name is already trademarked. Trademarks hold precedence at the federal level over state registrations. It’s essential to ensure that your chosen name isn’t already protected by a trademark. If it’s, you will need to come up with an alternative business name.
To perform a federal trademark search, visit the U.S. Patent and Trademark Office (USPTO) website and utilize the TESS Search tool.
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New York Business Name Search
Once you’ve established that your name isn’t trademarked, proceed to confirm its availability for use within the state of New York. Utilize the New York Department of State Business Search tool to search for registered business names in the state.
During your search, it’s important not only to check the availability of your exact business name but also to ensure that there are no significantly similar business names already in use.
Website Domain Search
After confirming that your business name is available and not trademarked in New York, take an additional step to check the availability of the .com version of your chosen name. While not all businesses may require a website, it’s recommended to secure the .com domain for your business name if possible. This helps establish a consistent online presence and protects your brand’s identity.
Registering the .com domain with ZenBusiness safeguards your business name, blocking others from using it. It’s a cost-effective solution to secure your online presence and brand identity.
By performing these three searches, you can be confident that your business name is available and ready for registration in New York.
Step 4: Form Your Business With the State of New York
After finalizing your business structure and selecting a name, the next crucial step is to register your business with the State of New York by filing the necessary formation documents.
To register your New York LLC, you’ll need to submit the Articles of Organization to the New York Secretary of State. This can be done either online or through mail. For a New York corporation, you will need to file the Certificate of Incorporation with the New York Secretary of State.
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Protect Your Business Name With a Trademark
Once you’ve verified the availability of your business name and secured it, you have the option to apply for a trademark. The trademark application typically costs around $225 to $400, along with attorney fees if applicable, and requires a renewal fee every ten years.
While this may be a considerable expense for startups or small businesses, it offers nationwide protection under federal law. Having a trademark ensures that you have legal rights if others attempt to use a similar name for their business. However, for most local or regional businesses, pursuing a trademark might not be necessary.
>> File a Trademark with IncFile >>
How to File a New York Fictitious Name – DBA?
To file a New York Fictitious Name (Doing Business As – DBA), follow these simple steps:
- Choose a Name: Select the fictitious name you want to use for your business. Make sure it’s unique and not already in use by another entity in New York
- Search for Availability: Conduct a name search through the New York State Department of State website to ensure that your chosen name is available for use
- Prepare the Application: Download the New York Fictitious Name Certificate form (also known as the DBA form) from the Department of State’s website
- Complete the Form: Fill out the required information on the form, including your business name, the county where your business is located, and your contact details
- Notarize the Form: The form requires notarization, so you’ll need to sign it in the presence of a notary public
- File the Form: Submit the completed and notarized form, along with the appropriate filing fee, to the County Clerk’s office in the county where your business operates
- Publish the Name: In some counties, you may be required to publish a notice of your fictitious name in a local newspaper. Check with the County Clerk’s office to see if this step applies to you
- Renew the DBA: Fictitious name registrations typically expire after a certain period. Be sure to renew your DBA registration as required to keep the name in good standing
By following these steps, you can successfully file a New York Fictitious Name (DBA) and operate your business using your chosen name.
How to Change the Name of a New York Business?
If you wish to change the name of your business in New York, there are two methods to do so: filing for an assumed name or submitting an amendment to the existing legal name.
The first approach involves filing for an assumed name, also known as a DBA name. This is the simplest way to operate your business under a different name without altering its legal name. It applies to sole proprietorships, general partnerships, LLCs, and corporations, allowing them to use brand names that don’t require the legal suffix (e.g., LLC or Inc.).
However, if you want to change the legal name of your LLC or corporation, filing an amendment is the appropriate option. New York provides a specific Certificate of Amendment form solely for name changes. You can find the forms for both options below:
- Form DOS 2120 – LLC Certificate of Amendment (Name Change Only)
- Form DOS 2118 – Corporate Certificate of Amendment (Name Change Only)
Both forms should be submitted by mail to the New York State Department of State, along with a filing fee of $60.
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Business Name Registration Laws in New York
The business name registration laws in New York are as follows:
- Choosing a Unique Name: When registering a business in New York, the business name must be unique and not already in use by another registered entity in the state. This helps prevent confusion among consumers and protects the existing business identities.
- Business Entity Types: The process of business name registration can vary depending on the type of business entity you’re forming. Common business structures include sole proprietorships, partnerships, limited liability companies (LLCs), corporations, and not-for-profit organizations.
- Doing Business As (DBA) Name: If you’re conducting business under a name other than your legal name (for sole proprietors) or your registered entity name, you’ll need to file a “Doing Business As” (DBA) name with the appropriate local county clerk’s office.
- Trade Names: In some cases, businesses may also use trade names or fictitious names. These names are used in addition to the legal business name and often serve marketing purposes. Trade names need to be registered as well.
- Business Name Availability Search: Before registering your business name, you should conduct a thorough search to ensure that the name you want isn’t already in use. The New York Department of State’s Division of Corporations offers a search tool to check the availability of business names.
- Registering with the New York Department of State: To register a business, you need to file the necessary documents with the New York Department of State, Division of Corporations. The registration process can be completed online or through mail.
- Business Name Reservation: If you plan to start a business at a later date but want to reserve a specific name, you can file a name reservation request with the New York Department of State. This reservation typically lasts for a set period.
Please note that business laws and regulations may change over time, so it’s essential to verify this information with official sources or consult with a legal professional or business advisor to ensure compliance with the most current regulations.
Bottom Line on How to Register a Business Name in New York
In conclusion, registering a business name in New York opens the door to endless possibilities in the Empire State’s vibrant business ecosystem. By carefully selecting your business structure and name, fulfilling all necessary registration requirements, and exploring trademark protections or fictitious name filings if applicable, you set the stage for a prosperous entrepreneurial journey.
Seeking assistance from reputable services like ZenBusiness can streamline the registration process and provide valuable guidance, propelling your business toward success in the diverse and dynamic market of New York.
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