Spec notes
- A sole proprietor files an assumed name certificate with the county clerk in each county where they keep business premises; in Austin, the city points owners to the Travis County Clerk.
- LLCs and corporations file their assumed name certificates with the Texas Secretary of State.
- An assumed name certificate lasts no more than 10 years and does not give the right to use a name in violation of unfair competition or trademark law.
If you are Maria Lopez and you sell coffee as “Eastside Roasters,” or your LLC is “ML Ventures LLC” but customers know it as “Eastside Roasters,” Texas law requires you to file an assumed name certificate. It is often called a DBA, short for “doing business as.” The rules are in chapter 71 of the Texas Business and Commerce Code, and they differ depending on whether you are a sole proprietor or an entity.
Who needs to file
Under section 71.051, a person who regularly conducts business or renders a professional service in Texas under an assumed name, other than as a corporation, LLC or similar entity, must file a certificate. Section 71.101 imposes the same duty on corporations, limited partnerships, limited liability partnerships, LLCs and foreign filing entities that use a name other than the one in their formation documents.
| You are | File with | Law |
|---|---|---|
| Sole proprietor or general partnership | County clerk in each county where you keep business premises (or where you do business, if you have no premises) | Bus. & Com. Code 71.054 |
| LLC, corporation, LP, LLP or registered foreign entity | Texas Secretary of State | Bus. & Com. Code 71.103 |
For an Austin sole proprietor, the City of Austin’s start-a-business guide points to the Travis County Clerk’s office for assumed name filings. Partnerships, LLCs and corporations are filed through the Secretary of State.
What the certificate must say
For an individual, section 71.052 requires the assumed name, the owner’s full name and residence address, and the period, not to exceed 10 years, during which the name will be used. Partnerships list each general partner; companies list their legal name, where they were organized and their office address. Entities filing with the Secretary of State also list their principal office and the Texas counties where they will use the name.
How long it lasts
A certificate is effective for a term not to exceed 10 years from filing and can be renewed. If information in it becomes materially misleading, for example because you move or add a partner, section 71.152 requires a new certificate within 60 days. If you stop using the name, you can file a statement of abandonment.
Tip: Put the renewal date in your calendar the day you file. A certificate filed for the full 10 years is easy to forget.
What a DBA does not do
- It does not create a separate legal entity or limit your personal liability; a sole proprietor with a DBA is still a sole proprietor.
- It does not reserve the name exclusively. Section 71.157 says the chapter does not give a right to use an assumed name in violation of unfair competition, unfair trade practice or similar laws.
- It is not a trademark. Federal trademark registration is a separate process with the USPTO; see Patents, Trademarks and Copyrights for Startups: What Protects What.
What happens if you don’t file
Failing to comply does not void your contracts, but under section 71.201 a person who has not filed may not maintain a lawsuit in a Texas court arising out of a contract or act made under the assumed name until a certificate is filed. Section 71.202 makes certain violations of the chapter a Class A misdemeanor, and section 71.203 separately prohibits knowingly filing a fraudulent certificate.
Before you pick a name
- Search the county and Secretary of State indexes; both keep alphabetical indexes of certificates.
- Search the USPTO’s trademark database for the same or similar names in your field.
- Check whether the web domain and social handles are available.
- Avoid names that suggest you are an LLC or corporation if you are not.
Banking and taxes
Keep a copy of your filed certificate; it is the public record that ties the business name to you. The name you file under is also the name to use on invoices, signs and tax registrations. If you will collect sales tax, register for a Texas sales tax permit; see Texas Sales Tax Permits for New Businesses: Who Needs One and How It Works.
Signing the certificate
Section 71.053 requires a sole proprietor’s or partnership’s certificate to be executed and acknowledged by each individual named in it, or that person’s representative or attorney-in-fact; ask the clerk what form of acknowledgment it accepts. For entities filing with the Secretary of State, section 71.104 says the certificate must be executed by an officer, general partner, member, manager, representative or attorney-in-fact of the registrant. The Travis County Clerk sets its own fees and procedures; the City of Austin advises checking with the clerk because they can change.
The bottom line
Using any name other than your legal name means filing an assumed name certificate: with the Travis County Clerk if you are an Austin sole proprietor, with the Secretary of State if you are an LLC or corporation. Keep it current, renew it before it expires and protect the name separately as a trademark if it matters to your business. For entity choices, see Choosing a Business Structure in Texas: Sole Proprietorship, LLC or Corporation.