Key Takeaways

  • A DBA (“doing business as”) is not a legal entity but a registered name tied to a sole proprietor or business entity.
  • You cannot convert a DBA directly into an LLC—you must form a new LLC and transition assets, branding, and operations.
  • Transferring a DBA in Texas may involve cancellation or re-registration, depending on ownership changes.
  • Turning a DBA into an LLC can improve liability protection, branding, and operational flexibility.
  • You should notify relevant parties (IRS, banks, vendors) and update licenses when moving from DBA to LLC.
  • UpCounsel can connect you with experienced attorneys to ensure your transition complies with Texas regulations.

When learning how to transfer a DBA to a new entity in Texas, you must determine if you're transferring it to another person, changing the name, or making it an LLC.

How to Transfer a DBA to a New Entity in Texas

According to Texas law, businesses can operate under an assumed name, also known as doing business as (DBA), for a legitimate business reason as long as the name is unique and registered with an official state entity.

You register DBAs at the state or county level in Texas, depending upon the entity type and where the entity does business. Transferring the DBA to a new entity requires an authorized person to file a new assumed name certificate within 60 days of the transfer.

According to Chapter 71 of the Texas Business and Commercial Code, businesses can operate under a business name different from the registered legal name as long as it registers the name with the state.

A DBA remains valid for 10 years. If the owner sells the business or wants to give the DBA to another entity, Texas law states the owner must file a new assumed name certificate within 60 days. The owner cannot amend a certificate.

If the new entity using the DBA is a sole proprietorship or general partnership, it must file a new assumed name certificate. All Texas counties maintain websites where you can access the county clerk's office page to download the certificate.

If the new entity is independent and had to submit formation papers with the state, it must file a new assumed name certificate with each county clerk's office. It must also file one with the secretary of state's office in one of two ways:

  • Download Form 503 from the website and file the certificate by mail.
  • File the certificate online by using SOSDirect, the state's electronic filing system.

Understanding the Legal Difference Between a DBA and an LLC

A common misconception is that a DBA, or "doing business as," is a business structure—it’s not. A DBA is simply a registered trade name used by an individual or entity to conduct business under a name other than their legal one. In contrast, an LLC (Limited Liability Company) is a formal legal entity recognized by the state that provides liability protection and distinct tax advantages.

Because of this key difference, you cannot directly “convert” a DBA into an LLC. Instead, forming an LLC is a separate legal process. Once your LLC is approved, you may retire your DBA or potentially refile it under the newly formed LLC, depending on your branding strategy.

How to Transfer a DBA to Another Person

Every business must operate under a name that isn't already in use. If a business realizes that its name is already in use in another state or wants to use a name different from the legal one, the business must register an assumed name or DBA.

Each state has its own DBA-filing requirements, but once filed, the business has the right to use the name for a specific number of years. Once the time period ends, the business can renew the registration.

Most states don't offer a specific way to transfer DBA ownership to another person. However, a business owner in Texas can change the contact information by filling out an Assumed Name Certificate and paying a fee. On the form, you must do the following:

  • Provide the business name.
  • State the business's location.
  • List the names and addresses of the current DBA owners and contact information for the new owner.

After you complete the form, make an appointment with a notary. You and the new owners must be present to sign the form in front of the notary. Mail the application along with any required paperwork.

When Should You Transfer a DBA Instead of Creating a New One?

Transferring a DBA to another person or business entity is only viable if the name has strong brand equity or existing legal protections. Situations that may justify a transfer include:

  • The sale of a sole proprietorship, where the buyer wants to retain the existing DBA.
  • Internal restructuring where a business owner wants to use the same name under a new LLC.
  • Continuity of branding for licensing or franchising reasons.

However, Texas does not allow a simple transfer of a DBA from one owner to another. Instead, the current owner must cancel the existing DBA, and the new entity must file for a new DBA registration under their name.

How to Transfer a Business Name

To transfer a business name, you must:

  • Obtain a transfer of business name form. You can find this at your secretary of state's office. Download or print the form directly from the website.
  • Determine the transfer/registration fee via the website.
  • Complete the form correctly. Include the name and contact information of the current and future owners.
  • Sign and date the form. Have the form notarized.
  • Mail the completed form and payment to the secretary of state's office.

Steps to Maintain Your Business Identity During Transition

If you’re turning a DBA into an LLC but want to retain brand consistency, consider the following:

  1. Check name availability – Ensure the name used under your DBA is available as an LLC name in the Texas Secretary of State’s database.
  2. Reserve the LLC name – You may reserve it while preparing your Certificate of Formation.
  3. Use the DBA as a secondary registration – Even after forming an LLC, you can re-register the DBA under the LLC if you want to maintain it for marketing or branding purposes.

This approach can be beneficial for businesses with a strong market presence under their DBA who are formalizing operations as an LLC.

How to Change From a DBA to a LLC

Determine whether the business has registered the DBA name. Use the online search option from the secretary of state's office, and search for the name you want to use for the limited liability company (LLC). If you find the name in the database, you must modify or change the name of the business. If nobody else uses the name, you can register the DBA as the LLC name. From there, complete the following:

  • Locate the LLC application and forms to complete so you can register the LLC.
  • State the registered agent's name, address, and phone number.
  • Write the Articles of Incorporation.
  • Apply for an Employee Identification Number (EIN) or tax identification number (TIN).
  • Contact the county to notify that you registered the business as an LLC.

Steps to Turn a DBA Into an LLC in Texas

Although a DBA can't be directly converted into an LLC, you can transition your business identity by following these steps:

  1. Choose a Name for Your LLC
    Check that your desired LLC name is available and compliant with Texas naming rules. If you want to use your DBA name, make sure it hasn’t already been registered by another entity.
  2. File a Certificate of Formation
    Submit Form 205 to the Texas Secretary of State. This document legally creates your LLC.
  3. Designate a Registered Agent
    You must list a registered agent who resides in Texas or is authorized to do business in the state.
  4. Apply for an EIN from the IRS
    Even if you already had one under your DBA, you’ll likely need a new EIN for your LLC.
  5. Create an Operating Agreement
    While not legally required in Texas, this internal document outlines member roles and company management.
  6. Cancel Your DBA (Optional)
    If you no longer need the DBA, file a cancellation with the county or state agency where it was registered.
  7. Update Licenses and Accounts
    Notify banks, vendors, and licensing agencies of the new business structure and name. Transfer assets and update contracts to reflect the LLC.
  8. Consider Filing for a New DBA Under Your LLC
    If you want to keep using your old business name for branding, register the DBA again under the newly formed LLC.

If the process feels complex, you can find a business attorney through UpCounsel to ensure everything is filed correctly and legally.

Frequently Asked Questions

  1. Can I convert a DBA directly into an LLC?
    No. A DBA is not a legal entity, so you must form a new LLC and transfer business operations to it.
  2. Do I need to cancel my DBA after forming an LLC?
    It’s not required, but advisable if you’re no longer using the DBA. Alternatively, you can refile it under your LLC for continued use.
  3. Can I keep my business name when forming an LLC?
    Yes, if the name is available in Texas. You may need to adjust it slightly to comply with naming rules (e.g., add “LLC”).
  4. Do I need a new EIN when moving from DBA to LLC?
    Yes. The IRS considers an LLC a new entity, so you’ll need a new Employer Identification Number.
  5. How long does it take to turn a DBA into an LLC in Texas?
    Processing times vary, but online filings with the Texas Secretary of State can be completed in a few business days. Mailing takes longer.

If you need help with transferring a DBA in Texas, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.