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Texas Assumed Name Filings After You Sell

Texas seller guide · El Paso Business Brokers Edge · Reviewed October 18, 2026

The name on your trucks and invoices may not be your company's legal name. If it is a trade name, a sale means a little paperwork on both sides. A guide from El Paso Business Brokers Edge.

Buyers almost always want the name customers know. Here is how it changes hands cleanly.

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Handing over a trade name

  1. Find your assumed name certificate and note whether it sits with the Secretary of State or the county clerk.
  2. List the trade name as an asset in the purchase agreement if the buyer is keeping it.
  3. Have the buyer file its own assumed name certificate under its own legal name.
  4. Abandon your certificate so the public record points to the new owner.
  5. Tell your bank and card processor which accounts close and when.

Legal name versus the name on the door

Every company has a legal name, the one on its formation papers. Many El Paso businesses do business under a different name. A customs brokerage might go by a short, familiar name with clients while its papers name a holding LLC.

When a business uses a name other than its legal name, it files an assumed name certificate. Most people call it a DBA, short for "doing business as." It tells the public who is really behind the name.

If your sign and your legal name match, you may not have one at all. Check before you list the business, so you know what you are selling.

Where your filing lives depends on your setup

Since 2019, Texas has split this by type of owner.

  • Corporations, LLCs, limited partnerships and other registered entities file with the Texas Secretary of State only. There is no county filing for them anymore.
  • Sole proprietors and general partnerships file with the county clerk. In El Paso, that is the El Paso County Clerk.

Older businesses sometimes have filings in both places from before the change. If you formed your company years ago, ask your attorney to check both.

The name is part of what the buyer pays for

A trade name that customers trust carries real weight. For a customs broker serving Juárez plants, or a restaurant with regulars, the name is how people find you and decide to call.

In an asset sale, the purchase agreement usually lists the trade name with the goodwill, website, phone numbers and customer list. It is worth naming it in writing, so there is no question later about who owns it.

In a stock or membership sale, the company keeps its filings, so the DBA usually stays put under new owners. Your attorney will confirm what, if anything, needs updating.

Two filings, one on each side

When the buyer keeps using the old trade name after an asset sale, two things happen.

  1. The buyer files its own assumed name certificate, under its own legal name.
  2. You abandon your certificate, so the record no longer ties the name to your company.

A registrant can abandon a certificate before it expires. At the Secretary of State, the fee to abandon was $25 as of 2023. County filings have their own process, so ask the County Clerk. Confirm the details with your attorney.

Why a stale filing causes real trouble

Customers, banks and card processors look up who is behind a DBA. If the record still shows your company months after the sale, odd things happen.

  • A customer with a complaint about the buyer's work looks you up instead.
  • The buyer's bank hesitates to open an account under a name the record ties to you.
  • A card processor flags a mismatch between the business name and the owner.
  • Mail and notices about the new owner can land at your address.

Cleaning this up takes little time. Leaving it alone can follow you for years.

When you keep the name and sell something else

Sometimes a seller keeps the trade name and sells only a branch or a product line. Then your certificate stays in place, and the buyer picks its own name for what it bought.

Spell that out in the agreement too. A buyer who assumes it can use the name, and a seller who assumes it cannot, is a dispute waiting to happen.

A covenant not to compete is another thing to settle in writing; Texas enforces one when it is tied to the sale and reasonable in time, area and activity.

Where this fits with the other closing paperwork

The name change usually happens right around closing. It sits next to the other accounts you close out: your sales tax permit, payroll account and, later, the franchise tax and the company itself.

See the franchise tax final report for that last step.

Restaurant sellers have one more permit to time with the name change. That is covered in the El Paso food permit guide.

A New Mexico company files elsewhere

This is all Texas. A company based in New Mexico follows New Mexico's rules instead, with its entity filings at the New Mexico Secretary of State. Your attorney there will handle any trade name steps.

Curious what the name and goodwill you built are worth to a buyer? Read how buyers price a business, then use the valuation form or call (915) 555-0193.

Call (915) 555-0193