Business Certificates

Basics in Filing a Business Certificate

Anyone who will operate a business in Suffolk County under a name, other than his or her own, must file a Business Certificate with the County Clerk’s office. The business name you choose should be researched to insure no one else is using that name. To insure that the business name you would like to use is available, you may check the Suffolk County Clerk’s website for Business Certificates and Corporations. Under no circumstances will searches be conducted by phone.  

Individual

If you are conducting business under an assumed name as a sole (individual) proprietorship, you must complete a Certificate of Conducting Business Under An Assumed Name for an Individual. 

Partnership

• If you are conducting business as a partnership where there is more than one filer (2 or more), you must complete a Certificate of Conducting Business As Partners an original of the business certificate must be submitted for filing.
• A business or partnership must file a business certificate in all counties in which it conducts or transacts business, not just in the county where its offices are located. Such filing generally initiates in the county where the business address is located.
• There are certain statutory restrictions regarding what you may use as a business name; not all submitted names or titles are permissible. See, General Business Law #130. 
• The use of words, which denote more than one person, (i.e. "associates", "and company", "group", etc.) are not permitted when filing a business certificate for assumed name as an individual (sole ownership).
• Proper names or initials used in the assumed name must be that of the filer(s).
• A legal street address is required for the business and filer's residence. No post office boxes or care of (c/o) addresses will be accepted, or mail boxes, etc.
• The signature of each filer must be properly acknowledged.
• An attorney-in-fact or agent may not sign on behalf of an individual or partner filing a business.
• The terms "limited" "LTD" "INC" or "CORP" cannot be used for either of these certificates as they imply that the business is incorporated. If you wish to incorporate, this must be done through the Department of State in Albany. They can be reached at (518) 473-2492 or on the web at http://www.dos.state.ny.us/
• If you are purchasing an existing business registered with the County Clerk and wish to keep the same name, the previous owner(s) need to file a Certificate of Discontinuance before you register your business certificate.

Amended Business Certificates

• If there are any changes to the business after a business certificate has been filed with the County Clerk, you must file an Amended Business Certificate for Individual if a sole proprietorship or an Amended Business Certificate for Partners for a business conducted as partners with more than one filer.
• An original of the amended business certificate must be submitted for filing. It should be filed within 30 days of the amendment or soon thereafter.
• Must identify the original certificate and amended certificates(s) (by File#), if any previously filed, and incorporate the corrections or changes.
• If the amended certificate is filed for the purpose of adding or withdrawing a partner named in the original certificate, such amended certificate must be executed by such person and by any one or more of the other persons named in the original or last amended certificate, unless otherwise provided by an order of the Supreme Court, Suffolk County.
• Any other amended certificate may be executed by any one or more of the persons named therein: as a person conducting the business, as a partner, or in the case of a corporation, by an officer of the corporation.

Certificate of Discontinuance of Business Conducted Under Assumed Name

• Many business owners, who have sole proprietorships, are under the false pretense that once you are out of business, there is no formal paperwork that needs to be filed; this is not so.
• If you are a sole proprietor and are discontinuing your business, you must file a Certificate of Discontinuance of Business Conducted Under Assumed Name for an Individual.
• As some businesses grow, and small partnerships end, many business owners are unaware that if the business partnership they formed is discontinued, they have to file a Certificate of Discontinuance of Business Conducted Under Assumed Name for Partners.
• Only the original discontinuance certificate must be submitted for filing. No additional copies are necessary. 
• Business owner must identify original certificate and amended certificate(s) (by File#), if any, previously filed; and must specify the date on which the discontinuance occurred or the conditions under which the business is conducted, so that the filing of a certificate is no longer required. 
• If partnership, it must be executed by a majority of the persons named in the original certificate or the amended certificate last previously filed;
• If any partner is deceased, the discontinuance certificate shall so state and may be executed by a majority of the survivors, or by the executor or administrator (who has obtained letters testamentary or letters of administration) of a deceased person named in the original certificate or last previously filed amended certificate(s) as the only person conducting or transacting business. If such signatures cannot be obtained, any such signatures may be dispensed with by order of the Supreme Court, Suffolk County.
• In the case of a corporation, by an officer of the corporation.

TYPES OF BUSINESS CERTIFICATES

SOLE PROPRIETORSHIP (BC-1): This form is for an individual doing business.

PARTNERSHIP (BC-2): This form is for two or more individuals doing business.

AMENDMENT (ABC-3): This form is required for a business name or address change or modifying sole proprietorship.

AMENDMENT (ABCP-1): This form is required for a business name or address change or modifying partnership.

DISCONTINUANCE OF BUSINESS (COD-4): This form is used to discontinue the business. There is no filing fee.

DISCONTINUANCE OF BUSINESS AS PARTNERS (COD-5): This form is used to discontinue a partnership. Please note that all partners must sign and have their signatures notarized.

• The terms “associates” “consultants” “group” “& company” “& son” or any term implying more than one owner cannot be used on the SOLE PROPRIETOR form.
• When completing either form, a physical address is required for the business and owner’s residence (No P.O Boxes). Once the document has been complete and notarized, you can file it with the Suffolk County Clerk Business Certificate Office.
• The terms “limited” “LTD” “INC” or “CORP” cannot be used for either of these certificates as they imply that the business is incorporated. If you wish to incorporate, this must be done through the Department of State in Albany. They can be reached at (518) 473-2492 or on the web http://www.dos.state.ny.us/. 

Please note: Prior to the year 2000 Dissolutions of Corporations by proclamation must be obtained thru NYS. You can call or visit their website for additional information.

FEES

Business Certificate filing fee is $35.00 ($25.00 to file and $5.00 for each certified copy; you will need one for your records and one to open a bank account.) Payment must be made in cash, certified check or money order (payable to Suffolk County Clerk). We do not accept personal checks, business checks or credit cards.  An original of the business certificate must be submitted for filing.

BUSINESS CERTIFICATE OFFICE HOURS/ DIRECTIONS

Monday – Friday 9:00 am – 4:30 pm. We can be reached at (631) 852-2000  

* Please follow the link *  Newspapers for Limited Partnership and Liability Companies listings these are the papers you need to use.  You must use Newsday and one of the others.  When you contact the newspaper, they will give the instructions on how to post your LLC.  

NOTE: REGISTRATION IS NOT REQUIRED IF YOUR BUSINESS IS INCORPORATED.

• If you wish to register an assumed name or DBA for your corporation, it must be done through the Department of State in Albany. The form required is a T-339.
• YOU MAY WISH TO CHECK WITH LOCAL GOVERNMENT AGENCIES FOR ADDITIONAL PERMITS THAT MAY BE REQUIRED.
• FREE COUNSELING IS AVAILABLE FOR NEW BUSINESS OWNERS FROM THE FOLLOWING ORGANIZATIONS:

New York State Small Business Development Center: Stony Brook (631) 632-9070 

Farmingdale (631) 420-2765

S.C.O.R.E./Small Business Administration (Melville) (631) 454-0771

S.C.O.R.E. located at Riverhead Town Hall (631) 727-3200 Ext.0

Suffolk County Women's Business Enterprise Coalition (631) 853-4738 or http://www.scwbec.org/.