Starting February 2, 2026, Delaware will transition to a centralized online system for registering trade names (i.e., DBAs). The new system will move DBA registrations from the county-level (through the Delaware Superior Court’s prothonotary offices) to a statewide Delaware Trade Name Registry (maintained by the Delaware Division of Revenue). At a high level, no immediate action is required for companies that hold existing DBAs in Delaware. However, these companies are encouraged to align with Delaware’s new, digitized processes to avoid potential last-minute administrative hurdles down the line.
Although DBAs do not afford a registrant exclusive-use rights, companies not currently qualified to do business in Delaware may be incentivized to register a DBA (or various DBAs) in Delaware for a variety of reasons, which might include laying a foundation for a potential geographic expansion into Delaware or marketing (and protecting the names of) the different brands, divisions, or product lines that fall within the same legal entity.
Importantly, according to the Division of Revenue’s website, companies currently transacting business using DBAs in Delaware will not need to reregister their existing DBAs on One Stop. Such DBAs will remain registered in the Superior Court’s database, with no mandatory action required. However, a DBA owner may choose to migrate its registration from the Superior Court’s static database to the Division of Revenue’s Delaware Trade Name Registry. This is optional and free if the registrant (a) holds a valid business license to transact business in Delaware, and (b) provides the file number assigned to the DBA by the Superior Court. If a company not currently qualified to transact business in Delaware wishes to proceed with migrating its existing DBA to the Delaware Trade Name Registry, it must obtain a valid business license before proceeding.
Also importantly, after February 2, 2026, the Division of Revenue will not issue a Trade Name Certificate for any entities not listed in the Delaware Trade Name Registry. These certificates are sometimes needed for banking purposes, tax compliance, and/or other regulated transactions. Companies needing a Trade Name Certificate must first register their DBA in the Delaware Trade Name Registry before such certificate can be issued.
This modernization process will also permit foreign corporations and limited liability companies not otherwise qualified to transact business in Delaware to register trade names under the new statute; however, such entities must first obtain a special trade-name-only license (renewable annually for $25) before registering the desired trade name.
The Division of Revenue is required to conduct outreach and issue additional guidance, including an FAQs guide on its website, ahead of the effective date. In the interim, however, we recommend that affected companies remain diligent and proactive to preserve their current DBAs, if they wish to retain them.
Key Takeaways:
- For companies that (a) are qualified to transact business in Delaware, and (b) that currently hold DBAs in Delaware, no immediate action is required. It does not appear that such companies risk losing the rights to their respective DBAs once the new system goes live, as previously speculated. However, these companies may consider assessing the DBAs currently registered to them in Delaware and proactively reregistering them through the new online system in early 2026 (x) if they anticipate needing a Trade Name Certificate, or (y) otherwise desire to remain aligned with Delaware’s digitized processes and avoid last-minute administrative hurdles down the line.
- For companies that are (a) not currently qualified to transact business in Delaware, but (b) currently hold DBAs in Delaware, no immediate action is required either. However, similar to those companies described in item (1) above, these companies may consider reregistering through the new system to avoid potential administrative hurdles if they anticipate needing a Trade Name Certificate down the line. It is important to note that these companies must first obtain either a valid business license in Delaware or a special trade-name-only license before they can reregister their DBAs.
- For companies that (a) are not currently qualified to transact business in Delaware, (b) have no immediate intention of transacting business that would require a qualification in Delaware, but (c) would like to register one or more DBAs in Delaware, after February 2, 2026, these entities will be able to obtain special trade-name-only licenses, which will then allow them to register their desired DBA(s) without needing to be qualified to do business in the state.
Please contact a lawyer on our team with any questions you might have regarding the new DBA registration process, the one-time reregistration requirement, and/or related matters.
*Clay Horowitz (University of Miami School of Law, class of 2026), a law clerk at McCarter & English not yet admitted to the bar, contributed to this alert.