How to Dissolve a DBA in New York: Certificate and Tax Accounts

To dissolve a DBA in New York, file a notarized Certificate of Discontinuance with the same office where you first registered the assumed name: the County Clerk for sole proprietors and general partnerships, or the Department of State for corporations, LLCs, and limited partnerships. The filing ends your public registration of the name, but it does not close your tax accounts, bank accounts, or permits. Those have to be handled separately.

One quick boundary before the steps: discontinuing a DBA ends the name registration only. If you operate an LLC, corporation, or partnership behind that name, the entity still exists until you dissolve it on its own track.

Where to File

Sole proprietors and general partnerships file the Certificate of Discontinuance with the County Clerk in each county where the original business certificate was filed. Corporations, limited partnerships, and LLCs file instead with the New York Secretary of State.¹

If you registered the DBA in more than one county, you need a separate filing with each County Clerk. The statute requires a filing in every county where business is conducted, and the discontinuance has to match.¹ Miss one, and the name stays active on that county’s records.

What Goes on the Certificate

The Certificate of Discontinuance has to identify the original certificate being canceled, list any amended certificates filed since, state the facts showing why the filing is no longer required, and give the date of discontinuance.¹ Pull together before you start:

The assumed name exactly as it reads on the original certificate
The original filing date
The date of any amended certificate
The date you actually stopped doing business under the name
Full names and addresses of each individual or partner on the original filing

Most County Clerks post a standard discontinuance form on their website or hand one out at the office. Entities filing with the Department of State use Form DOS-1625-f.² If you cannot locate your county’s version online, call the Clerk’s office; most will send one by mail or email.

Can’t find your original paperwork? Contact the County Clerk where you first registered. Clerks keep searchable indexes of business certificates and can look up your record by name, usually for a small search or copy fee.

Signatures and Notarization

Under GBL Section 130, the certificate must be signed by a majority of the people named on the original (or most recent amended) certificate. For a sole proprietorship that’s the single owner; for a partnership it’s a majority of listed partners, though some County Clerks ask for every partner’s signature, so confirm with your office before submitting.³ If someone named on the original has died, say so on the form; it can then be signed by a majority of the surviving individuals or by the deceased person’s executor or administrator.¹

Every signature has to be notarized. The statute requires the discontinuance to be executed in the same manner as the original certificate, which means acknowledgment before a notary public, with original signatures (no photocopies).¹ If you use a remote online notary, that notary must be located in New York State, and a certificate of authenticity should be attached.³

Submitting the Form and Getting Proof

Once notarized, deliver the certificate to the County Clerk in person or by mail. In person lets you fix small paperwork problems on the spot. If you mail it, enclose a self-addressed stamped envelope for the return. The Department of State filing fee is $25.² County Clerk fees vary; call ahead to confirm the amount and accepted payment methods.

After processing, the clerk notes the discontinuance in the public index and marks the assumed name inactive.¹ Ask for a certified copy before you leave or when the paperwork comes back by mail. You will need it to close bank accounts and notify agencies, and it is your permanent proof that the registration ended.

Closing Your New York State Tax Accounts

The County Clerk filing does nothing to your tax accounts. Those get handled through the New York State Department of Taxation and Finance.

Sales Tax

If you held a Certificate of Authority, file a final sales tax return and then destroy the certificate. Keep filing on time until you actually stop operating, including zero-sale returns, because missed filings trigger penalties and collection actions. The Tax Department inactivates the sales tax account automatically once it processes your final return. Selling business assets along the way can create its own sales tax liability, and a bulk sale of the whole business carries extra notification requirements through Form AU-196.10 and Form TP-153.⁴

Withholding and Wage Reporting

If you had employees, file a final Form NYS-45 within 30 days of the last day you paid wages. Note the date wages stopped and whether you sold any part of the business. Contact the New York State Department of Labor separately about your unemployment insurance account.⁵

Everything Else

File every final business tax return that applies to your structure and pay any outstanding balances. You can check what you owe through the Tax Department’s Business Online Services portal.⁵

Federal Tax Wrap-Up

Sole proprietors report final business income on Schedule C with their individual Form 1040 for the year the business closes, and file Form 4797 if they sold business property. Partnerships file a final Form 1065 with the “final return” box checked and issue final Schedule K-1s to each partner.⁶

Employers have more to do. Final W-2s are due to employees and to the Social Security Administration by the due date of your last Form 941 or 944.⁷ File a final Form 940 for the year you stopped paying wages, check box d (“Final: Business closed or stopped paying wages”), and attach a statement showing who is keeping the payroll records and where.⁸

Closing the EIN Account

The IRS does not cancel EINs. The number stays tied to your entity forever. What you can do is close the account by sending a letter that includes the entity’s EIN, legal name, address, a copy of the EIN assignment notice if you still have it, and the reason for closing. Mail it to one of two addresses:

Internal Revenue Service, MS 6055, Kansas City, MO 64108
Internal Revenue Service, MS 6273, Ogden, UT 84201

The IRS will not close the account until all required returns are filed and all taxes paid.⁹

Bank Accounts, Permits, and Licenses

Banks generally will not close accounts opened in a DBA name without seeing proof the name has been formally discontinued. Bring your certified copy of the Certificate of Discontinuance and close or convert every account tied to the assumed name. An account left open after you stop watching it is an invitation to unauthorized charges and bank fees.

Local business permits and professional licenses issued under the DBA need the same treatment. Call each issuing agency, whether a city licensing office, county health department, or state professional board, and cancel the permit so renewal fees stop accruing.

Records to Keep

Keep the certified copy of your Certificate of Discontinuance permanently. It is your only proof the registration ended. The IRS requires employment tax records to be kept at least four years after the tax was due or paid, and records tied to business property until the statute of limitations expires for the year you disposed of it.⁶ Holding everything for at least seven years after closure covers most state and federal limitations periods with a comfortable margin.

1
New York State Senate. New York General Business Law 130 – Filing of Certificates by Persons Conducting Business Under Assumed Name or as Partners
2
Department of State. Certificate of Discontinuance of Assumed Name for Domestic and Foreign Business Corporations
3
NYCOURTS.GOV. Business Department – New York County Clerk
4
Department of Taxation and Finance. Amending or Surrendering a Certificate of Authority
5
Department of Taxation and Finance. Close or End a Business
6
Internal Revenue Service. Closing a Business
7
Internal Revenue Service. 2026 General Instructions for Forms W-2 and W-3
8
Internal Revenue Service. 2025 Instructions for Form 940
9
Internal Revenue Service. If You No Longer Need Your EIN