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One of the most common sources of confusion for Texas business owners filing a DBA is a simple but consequential question: do I file with my county clerk or with the Texas Secretary of State? The answer depends entirely on your entity type — and getting it wrong means your certificate may be legally ineffective. This article explains the distinction in full, covers the landmark 2019 law change that reshaped the landscape, and helps you confidently identify which path applies to your business.
The Core Rule: Entity Type Determines Where You File
Texas law — specifically Chapter 71 of the Texas Business and Commerce Code — divides the DBA filing world into two groups based on whether your business is an unincorporated entity or an incorporated (formally organized) entity.
Unincorporated entities — sole proprietors, general partnerships, joint ventures, real estate investment trusts, and estates — file their Assumed Name Certificates with the county clerk in each county where they maintain a business office or conduct business.
Incorporated and formally organized entities — LLCs, corporations, limited partnerships (LPs), limited liability partnerships (LLPs), professional entities, and foreign filing entities — file with the Texas Secretary of State.
This is not a preference or a strategic choice. It is a legal requirement. A sole proprietor who files only with the Secretary of State, or an LLC that files only with the county clerk, has not complied with Chapter 71.
What Changed in 2019: House Bill 3609
Before September 1, 2019, Texas required many incorporated entities — LLCs, corporations, and limited partnerships — to file their Assumed Name Certificates at both the county clerk level and the Secretary of State level. This dual-filing requirement created administrative burden and confusion, particularly for businesses operating across multiple counties.
House Bill 3609, enacted by the 86th Texas Legislature and effective September 1, 2019, eliminated the county-level filing requirement for incorporated and foreign filing entities. Under the new framework:
- LLCs, corporations, LPs, LLPs, and foreign filing entities now file only with the Secretary of State
- A single state-level filing covers all 254 Texas counties — no county-by-county filings required
- These entities are no longer required to file county-level certificates, even if they want to
- Unincorporated entities (sole proprietors, general partnerships) were not affected by HB 3609 — they still file at the county level
Side-by-Side Comparison: County vs. State Filing
| Feature | County Clerk Filing | Secretary of State Filing |
|---|---|---|
| Who Must Use It | Sole proprietors, general partnerships, joint ventures, REITs, estates | LLCs, corporations, LPs, LLPs, foreign filing entities |
| Form | County-specific certificate (varies by county) | Form 503 — Assumed Name Certificate |
| Filing Fee | $14–$25 base + $0.50/additional owner | $25 flat per certificate |
| Notarization Required? | Yes — all owner signatures must be notarized | No — authorized signature only |
| Geographic Coverage | That county only — must file in each county of operation | All 254 Texas counties in one filing |
| Processing Time | Same day (in person); 7–14 days (mail) | 1–2 weeks standard; 1–2 days expedited (+$25) |
| Name Conflict Rejection? | No — county does not reject based on name conflicts | No — SOS does not reject based on name conflicts |
| Name Exclusivity Granted? | No | No |
| Maximum Duration | Up to 10 years | Up to 10 years |
| Amendment Allowed? | No — file a new certificate for any material change | No — file a new certificate for any material change |
| Expedited Processing Available? | Generally no | Yes — +$25 for 1–2 business days |
| Online Filing Available? | Select counties only — check locally | Yes — via SOSDirect at sos.texas.gov |
Which Entities File Where: A Complete Reference
| Business / Entity Type | File With | Statute |
|---|---|---|
| Individual / Sole Proprietor | County Clerk | Tex. Bus. & Com. Code § 71.101 |
| General Partnership | County Clerk | § 71.101 |
| Joint Venture | County Clerk | § 71.101 |
| Real Estate Investment Trust (REIT) | County Clerk | § 71.101 |
| Estate (probate) | County Clerk | § 71.101 |
| Limited Liability Company (LLC) | Secretary of State | § 71.103 |
| Professional LLC (PLLC) | Secretary of State | § 71.103 |
| For-Profit Corporation | Secretary of State | § 71.103 |
| Nonprofit Corporation | Secretary of State | § 71.103 |
| Professional Corporation (PC) | Secretary of State | § 71.103 |
| Limited Partnership (LP) | Secretary of State | § 71.103 |
| Limited Liability Partnership (LLP) | Secretary of State | § 71.103 |
| LP registered as LLLP | Two separate filings with Secretary of State | §§ 71.101, 71.103(b)–(c) |
| Foreign Filing Entity (out-of-state) | Secretary of State | § 71.1 |
The Multi-County Problem for Unincorporated Businesses
One of the most significant practical differences between county and state filing is geographic coverage. For incorporated entities, a single Secretary of State filing covers the entire state. For unincorporated businesses, each county filing covers only that specific county.
This creates a real operational issue for sole proprietors and general partnerships that operate in multiple Texas counties. Consider a plumber who lives in Travis County but routinely takes jobs in Williamson, Hays, and Bastrop Counties as well. To be properly compliant under Chapter 71, this business owner must file a separate Assumed Name Certificate with the county clerk in each of the four counties where business is conducted.
There is one limited exception worth noting: if a sole proprietor or general partnership does not maintain any business office in Texas and conducts business statewide or in an unspecified area, the filing requirement still applies in each county where business is actually conducted. There is no blanket statewide filing option for unincorporated entities.
Why the Filing Location Matters Beyond Compliance
Beyond the statutory requirement, the distinction between county and state filing has several practical real-world implications.
Banking and Financial Accounts
Banks and credit unions typically require a file-stamped Assumed Name Certificate when a business wants to open an account, apply for a loan, or process payments under a trade name. Most financial institutions accept certificates from either the county clerk or the Secretary of State — they generally care that a valid, stamped certificate exists, not which office issued it. However, some institutions have specific requirements, so confirm with your bank before filing.
Real Estate Transactions
Title companies routinely require a valid Assumed Name Certificate as part of the due diligence process when a business entity is buying, selling, or encumbering real property under a trade name. A certificate that has lapsed, or was filed in the wrong venue, can delay or prevent a closing.
Contract Enforceability and Litigation
Under Tex. Bus. & Com. Code § 71.201, a business that has not properly filed cannot maintain a lawsuit on contracts entered under the assumed name until a certificate is filed. This means a non-compliant business may be unable to pursue a client who has failed to pay, or may face additional attorney's fee exposure if a court awards costs against it for failing to comply. Proper filing — in the correct venue — is essential to preserving these legal rights.
Government Contracting and Licensing
Certain government contracts, professional licenses, and permits require demonstration of good standing and proper name registration. Filing in the wrong venue, or allowing a certificate to lapse, can create complications with these requirements.
Common Misconceptions About County vs. State Filing
Misconception 1: "I can choose whichever is more convenient."
The filing venue is not a matter of convenience or preference — it is determined by your entity type under Chapter 71. An LLC that files with the county clerk because it is closer or cheaper has not satisfied the statutory requirement, regardless of whether a valid certificate exists at the county level.
Misconception 2: "A county filing protects my name statewide."
No filing — county or state — grants exclusive rights to an assumed name in Texas. Neither the county clerk nor the Secretary of State will reject a filing because the same name already exists. Multiple businesses can legally hold the same assumed name simultaneously. Name protection requires a separate federal trademark registration with the USPTO.
Misconception 3: "Since HB 3609, county filings are outdated and no one files there anymore."
Incorrect. County clerk filings remain the required and only proper venue for unincorporated entities — sole proprietors and general partnerships. HB 3609 only affected incorporated entities. County clerk offices across Texas continue to process significant numbers of DBA filings for unincorporated businesses every year.
Misconception 4: "I filed my DBA when I started my business years ago — I'm still covered."
Not necessarily. Assumed Name Certificates expire at the end of their stated term (maximum 10 years). If your certificate has lapsed — or if your business structure has changed in a way that is now materially misleading in the certificate — you may be out of compliance. Verify your current certificate status and check the expiration date.
Misconception 5: "My old LLC had a county-level DBA on file from before 2019 — that still counts."
Pre-2019 county-level filings made by incorporated entities were valid under the law at the time they were filed. However, upon renewal, incorporated entities must now file with the Secretary of State. A county-level certificate from before 2019 that has since expired does not satisfy the current Chapter 71 requirement for an LLC or corporation.
How to Verify Your Current DBA Status
If you are unsure whether your existing DBA is valid, properly filed, and current, here is how to check:
For state-level filings (LLCs, corporations, etc.): Log in to or create a free account on the Texas Secretary of State's SOSDirect portal at sos.texas.gov. Search for your entity's legal name and review the assumed name certificates on file, including their expiration dates.
For county-level filings (sole proprietors, partnerships): Contact the county clerk's office in each county where you filed. Many Texas counties also offer online public records search tools. Search your business name or your legal name to locate existing certificates and confirm their status and expiration dates.
Frequently Asked Questions
Can an LLC file a DBA with the county clerk just to have a local record?
While HB 3609 eliminated the county-level filing requirement for LLCs, it did not prohibit voluntary county filings. An LLC can still file an assumed name certificate with a county clerk if it chooses to. However, for the purpose of satisfying Chapter 71, only the Secretary of State filing counts as legal compliance for incorporated entities. A voluntary county filing is supplementary, not a substitute.
My business is a sole proprietorship but I operate statewide — can I just do one Secretary of State filing?
No. Sole proprietors and general partnerships do not have access to the statewide Secretary of State filing option under Chapter 71. They must file with the county clerk in each county where they maintain a business office, or in each county where they conduct business if they have no fixed Texas office. There is no streamlined statewide option for unincorporated entities.
I converted my sole proprietorship to an LLC last year. Do I need to re-file my DBA?
Yes. When a business converts from a sole proprietorship to an LLC, this is a material change in the business structure that makes the existing county-level certificate materially misleading. A new Assumed Name Certificate must be filed with the Secretary of State (the correct venue for an LLC) within 60 days of the conversion. The existing county-level certificate does not carry over to the new entity.
Does HB 3609 apply to professional corporations and associations?
Yes. HB 3609 applies to all entities defined as "filing entities" under Texas law, which includes professional corporations (PCs), professional associations (PAs), and professional limited liability companies (PLLCs). These entities file with the Secretary of State using Form 503.
Does the filing venue affect how long my DBA is valid?
No. The maximum 10-year duration applies equally to both county-level and state-level filings. The duration is set at the time of filing and stated on the certificate. Both types of certificates expire at the end of their stated term and must be re-filed to maintain continuous compliance.