How to Dissolve a DBA in NY: Filing, Fees, and Tax Closeout

To dissolve a DBA in New York, file a Certificate of Discontinuance of Assumed Name with the same office that accepted your original filing. Sole proprietors and general partnerships file with the county clerk in each county where the DBA was recorded. LLCs, corporations, and limited partnerships file with the New York Department of State’s Division of Corporations in Albany. New York assumed names do not expire on their own, so this filing is the only way to remove the name from public records and end your legal association with it.¹

Discontinuing a DBA Is Not the Same as Closing the Business

A DBA is a label. It lets a person or entity operate under a name other than their legal one, and filing a Certificate of Discontinuance removes that label. It does not dissolve the underlying business.

If you operate as a sole proprietor with no other state registrations, discontinuing the DBA effectively closes out your state filings. If you formed an LLC, corporation, or limited partnership, the entity keeps existing after the assumed name is gone. Until you file separate dissolution paperwork with the Department of State, you still owe annual filings, fees, and franchise taxes. Skipping the entity dissolution is one of the most common mistakes people make when winding down.

Where to File Based on Your Business Type

Your discontinuance goes to the office that processed the original assumed name certificate.

Sole proprietors and general partnerships file with the county clerk in each county where the DBA was recorded.² If you registered the same DBA in more than one county, each county needs its own discontinuance. Pull your original stamped certificate to confirm where you filed, or contact the county clerk to search their records.

LLCs, corporations, and limited partnerships file with the New York Department of State’s Division of Corporations.³ Confirm your entity’s exact legal name through the Department of State’s Corporation and Business Entity Database before filling anything out.⁴ Small discrepancies between your discontinuance form and the original record can trigger a rejection.

What the Certificate of Discontinuance Needs

The form must match your original filing precisely. Gather the details before you start.

For a county-level filing, you’ll need:

The assumed name exactly as it appears on the original certificate.
The index number, or book and page number, from the original county clerk record.
The full legal name and residential address of every owner listed on the original.
The date the original certificate was recorded.

For a Department of State filing, you’ll need the entity’s legal name exactly as it appears in state records and the principal office address on file.⁵ Reference any amendments filed since the original certificate.

Blank forms are available from the county clerk’s website or the Division of Corporations. Fill every field. An incomplete submission gets bounced back, and if you filed by mail, that adds weeks.

Signing and Notarization

New York’s General Business Law requires assumed name certificates to be “executed and duly acknowledged,” which in practice means signed in front of a notary public.² The same requirement applies to the discontinuance. Do not sign in advance. For an entity, an authorized representative signs: an officer for a corporation, a general partner for a limited partnership, or a member or manager for an LLC.

Fees and Processing

What you pay depends on where you file.

County Clerk

Mail or deliver the notarized certificate to the county clerk that recorded the original.⁶ Several New York county clerks charge no filing fee for a discontinuance.⁷ Others charge a small fee, so check with your county before you send anything. A certified copy usually carries a separate charge. If you file by mail, include a self-addressed stamped envelope for the return.

Department of State

The filing fee is $25.⁵ Mail the notarized form and payment to the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Expedited handling is available for an additional fee: $25 for 24-hour, $75 for same-day, and $150 for two-hour processing.⁸ The Department of State generally accepts certified checks, money orders, and credit cards.

Once the certificate is processed, the assumed name is removed from the office’s database. Keep the filing receipt or certified copy. It’s your proof that your legal tie to the name ended on a specific date, which matters during a later tax audit or any dispute over when the business was active.

New York State Tax Accounts

The discontinuance handles the name. Your tax accounts are separate. Every business must file all final state tax returns and pay any outstanding taxes and fees.⁹ The most common items:

If you held a Certificate of Authority for sales tax, file a final sales tax return and destroy the certificate.
If you had employees, file a final Form NYS-45 within 30 days of paying your last wages, and enter the date you stopped paying wages on line 23.
A New York corporation needs the Tax Department’s consent before dissolving through the Department of State, using Form TR-125 (domestic) or TR-199 (foreign surrendering authority).
Surrender any Certificate of Registration or other state-issued licenses.

Federal Tax Closeout

The IRS runs on its own track. File a final federal return for the year you close.¹⁰ Sole proprietors file Schedule C with Form 1040. Partnerships file Form 1065 with the “final return” box checked, plus “final K-1” on each partner’s schedule. C corporations file Form 1120 with the “final return” box checked; corporations adopting a dissolution plan also file Form 966. S corporations file Form 1120-S with the “final return” and “final K-1” boxes checked.

If you had employees, file a final Form 941 (or 944) for the quarter of last wages with the closed-business box checked, and file Form 940 for FUTA for the calendar year with box “d” marked as final.

The IRS cannot cancel an EIN but can deactivate it. After all returns are filed and taxes paid, send a letter requesting deactivation with the business’s legal name, EIN, address, and reason for closing. Mail it to the IRS at Kansas City, MO 64108 (MS 6055) or Ogden, UT 84201 (MS 6273).¹¹

What Happens If You Leave the DBA Active

Because New York DBAs do not expire, an unfiled discontinuance leaves the assumed name on public records indefinitely.¹

The immediate concern is liability. As long as the DBA is active, creditors, customers, and regulators can reasonably treat you as still operating under that name, and any claim against the business ties back to you on the public record. Sole proprietors and general partners, who already carry unlimited personal liability, feel this most directly.

There is also an identity theft angle. The IRS has flagged dormant or closed businesses with active registrations as targets for fraudulent filings, and one warning sign the agency identifies is receiving notices about a defunct business after all account balances have been resolved.¹² Filing the discontinuance and holding onto the certified copy closes the loop and gives you a dated record of exactly when you stopped operating under that name.

1
Broome County. DBA FAQs
2
New York State Senate. New York General Business Law GBS 130 – Filing of Certificates by Persons Conducting Business Under Assumed Name or as Partners
3
Franklin County, NY. Doing Business As (DBA) Filings
4
Department of State. Certificate of Assumed Name for Domestic and Foreign Business Corporations
5
Department of State. Certificate of Discontinuance of Assumed Name of Domestic and Foreign Business Corporations
6
NYCOURTS.GOV. Business Certificates
7
NYCOURTS.GOV. Business Department
8
New York State Department of State. Fee Schedules
9
Tax.NY.gov. Close or End a Business
10
Internal Revenue Service. Closing a Business
11
Internal Revenue Service. If You No Longer Need Your EIN
12
Internal Revenue Service. Tax Practitioner Guide to Business Identity Theft