New York

NY inverts the usual model: the Secretary of State is the MANDATORY agent for service of process on every domestic and authorized foreign corporation and LLC; a registered agent is OPTIONAL and additional. If designated, the agent must be a natural person resident in or with a business address in NY, or a corporation (for LLCs: also a domestic LLC or authorized foreign LLC) formed or authorized to do business in NY.

Consent required: no.

Not a fallback in NY - the Secretary of State is the statutorily designated agent of EVERY domestic and authorized foreign corporation and LLC from formation; entities cannot form or qualify without designating the SoS. Service is made by delivering duplicate copies (or electronic submission) to the SoS with the statutory fee; the SoS mails a copy to the entity's address on file. If a corporation suspended under § 306-A is sued, process may still be served on the SoS.

• Other. Suspension of authority to do business: if the party whose address is on file for receipt of process resigns and the corporation fails to file a certificate designating a new address, its authority to do business in New York is suspended (unless a current biennial statement supplies the address). Filing the new address annuls the suspension.
• Civil Penalty. A corporation that fails to file its biennial statement (which maintains its address for process) is shown as past due after 30 days, and as delinquent after two years plus 60 days notice; the delinquency is removed only on filing the current statement and paying a $250 fine.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

NY Department of State, Division of Corporations (Certificate of Assumed NameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry →, form DOS-1338-f, under GBL §130). Sole proprietors/general partnerships instead file a Business Certificate with each County Clerk.

State fee

$25 base + county fees FOR CORPORATIONS ONLY: $25 per county in which the corp does/transacts business, except $100 each for the NYC borough counties (New York, Bronx/Bronx, Kings, Queens, Richmond). LLCs and LPs pay the flat $25 with NO county fees. ExpediteExpeditePaying the state to process a filing faster than its standard queue - same-day, 24-hour, even 2-hour tiers in some states.Read the full entry →: +$25 (24-hr), +$75 (same day), +$150 (2-hr).

Term

Perpetual - the DOS certificate does not expire and has no renewal

Renewal

None (file amendment/discontinuance as needed, $25 each)

Publication

Not required. No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → for assumed names. (Do not confuse with the separate LLC formation publication requirement under LLC Law §206, which applies to forming/registering the LLC itself, not the DBA.)

Online filing

Available

The regime

New York prohibits carrying on business under any name other than the person's real name unless a certificate of assumed name is filed. Individuals and partnerships file in the office of the clerk of each county where the business is conducted; corporations, limited partnerships, and limited liability companies file with the secretary of state (Department of State).

Where it is filed

Split by entity typeEntity typesLLC (limited liability company), corporation (for-profit; 'profit corporation' in some states' vocabulary), nonprofit corporation, LP (limited partnership), LLP (limited liability partnership), LLLP (limited liability limited partnership),Read the full entry →: persons other than corporations, LPs, and LLCs file with the clerk of each county where business is conducted; corporations, LPs, and LLCs file with the secretary of state (Department of State), which transmits county copies and fees to the affected county clerks.

Term and renewal

Section 130 states no expiration date or renewal period for an assumed name certificate. An amended certificate must be filed within 30 days after a change in the stated facts, and a certificate of discontinuance may be filed when the business is discontinued.

Name restrictions

Individuals, partnerships, and unincorporated associations may not use or file a certificate for a name that consists of or appears to be another person's full name or initials-plus-family-name (or colorable simulation) unless it is the true name of a person conducting the business, has a signified secondary, historic, or geographic meaning, or the filers are successors in interest. Entities may not use words prohibited or restricted by the Business Corporation Law, Not-for-Profit Corporation Law, Partnership Law, or LLC Law name statutes without required consents. Separately, § 133 prohibits assumed or trade names used with intent to deceive or mislead the public.

Assumed names for registered entities

Entities adopting assumed names file under GBL § 130(1)(b) with the Department of State. Separately, a foreign corporation whose true corporate name is not acceptable for authorization may submit a fictitious name in its application for authority under BCL § 1301(d), and must then use that fictitious name in all dealings with the secretary of state and in conducting business in New York; GBL § 130 does not apply to such a fictitious name.

Penalties

Knowing failure to comply with § 130, or knowingly making a false statement in a certificate filed under it, is a misdemeanor: 'Any person or persons carrying on, conducting or transacting business as aforesaid, who knowingly fails to comply with the provisions of this section or who knowingly makes a false statement in a certificate filed thereunder shall be guilty of a misdemeanor.'
A non-complying person is 'prohibited from maintaining any action or proceeding in any court in this state on any contract, account or transaction made in a name other than its real name until the certificate required by this section has been executed and filed.'
Failure to comply 'shall in no way affect the rights of third persons' and does not limit partner liability under the partnership law.

Official source

dos.ny.gov/certificate-assumed-name-domestic-and-foreign-business-corporations↗ (opens the official source)

What it is called

Corporations: Article 9-A franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → on general business corporations. LLCs/LLPs: annual filing fee (Tax Law 658(c)(3)) - a flat-bracket fee, not an income tax

Administering agency

NYS Department of Taxation and Finance (dissolution/consent unit 518-485-2639); DOS is not the franchise tax agency

Corporation minimum

$25

How it is computed

CORPORATIONS (Tax Law Art 9-A, secs 209/210, Form CT-3, due Apr 15 calendar-yr / 3.5 months after FY end): tax = HIGHEST of (1) business income base x 6.5% (7.25% if business income base > $5,000,000, for tax years beginning on/after 1/1/2021 and before 1/1/2030; qualified NY manufacturers 0%, QETCs 4.875%); (2) capital base x 0.1875% (same 2021-2029 window, then 0%; 0% now for qualified manufacturers/QETCs/coop housing/small business taxpayers), capped at $5,000,000 tax; (3) fixed dollar minimum by NY receipts: <=$100k=$25; <=$250k=$75; <=$500k=$175; <=$1M=$500; <=$5M=$1,500; <=$25M=$3,500; <=$50M=$5,000; <=$100M=$10,000; <=$250M=$20,000; <=$500M=$50,000; <=$1B=$100,000; >$1B=$200,000. Plus MTA surcharge (sec 209-B, CT-3-M) if in MCTD - surcharge rate set annually, not captured. NY S CORPS pay ONLY the FDM (CT-3-S): <=$100k=$25; <=$250k=$50; <=$500k=$175; <=$1M=$300; <=$5M=$1,000; <=$25M=$3,000; >$25M=$4,500. LLCs/LLPs (Tax Law sec 658(c)(3), Form IT-204-LL, due 15th day of 3rd month after tax-year close, i.e. Mar 15 calendar-yr): no franchise tax, but mandatory annual filing fee IF the entity has NY-source income/gain/loss/deduction: disregarded single-member LLC = flat $25; LLC/LLP treated as partnership, by PRIOR-year NY-source gross income: <=$100k=$25; <=$250k=$50; <=$500k=$175; <=$1M=$500; <=$5M=$1,500; <=$25M=$3,000; >$25M=$4,500 (no prior-year NY income = $25). General