Clerk's Office

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. Research the business name you choose at the Suffolk County Clerk’s website  Business Certificates and Corporations databases to insure no one else is using that name.

Note: Under no circumstances will searches be conducted by phone.   

TYPES OF BUSINESS CERTIFICATES

Corporations  

For information regarding Religious Corporations, please visit the NYS Division of Corporations website.

NOTE: Registration Is Not Required If Your Business Is Incorporated.

Sole Proprietorship (Individual)

If you are conducting business under an assumed name as a sole (individual) proprietorship, you must complete and file a Certificate of Conducting Business Under An Assumed Name for an Individual form. For your convenience, form completion and filing instructions are located on the Online Forms  page next to each form.  

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  for additional information. 

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 a sole (individual) proprietorship.  

Proper names or initials used in the assumed name must be that of the filer(s).  

The terms “associates” “consultants” “group” “& company” “& son” or any term implying more than one owner cannot be used on the sole (individual) proprietorship form.   

An attorney-in-fact or agent may not sign on behalf of an individual or partner filing a business.  

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 form before you register your business certificate.   

Partnership

If you are conducting business as a partnership where there is more than one filer (2 or more), you must complete and file a Certificate of Conducting Business As Partners form. For your convenience, form completion and filing instructions are located on the Online Forms  page next to each form.  

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  for additional information.  

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 processed through the Department of State in Albany, the form required is a T-339. You may contact them 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 of Business form before you register your business certificate.    

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 this certificate as they imply that the business is incorporated. If you wish to incorporate, this must be processed through the Department of State in Albany, contact them at (518) 473-2492 or on the web at http://www.dos.state.ny.us/.

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 form if a sole proprietorship or an Amended Business Certificate for Partners form for a business conducted as partners with more than one filer. For your convenience, form completion and filing instructions are located on the Online Forms  page next to each form.   

An original of the Amended Business Certificate must be submitted within 30 days of the amendment.   

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.  

Discontinuance of Business Conducted Under Assumed Name

  Sole Proprietorship (Individual)  

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 form. For your convenience, form completion and filing instructions are located on the Online Forms  page next to each form.   

Partnership     

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 form. For your convenience, form completion and filing instructions are located on the Online Forms  page next to each form.  

If a partnership is being discontinued, it must be executed by a majority of the persons named in the original certificate or the last previously filed amended certificate.  

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.   

Only the original discontinuance certificate must be submitted for filing. In the case of a corporation, by an officer of the corporation.  

Please note: Prior to the year 2000 Dissolutions of Corporations by proclamation must be obtained thru New York State. You can call at (518) 473-2492 or visit their website at http://www.dos.state.ny.us/ for additional information.    

Approved LLC Publications   

If you are required to publish your business in a newspaper, Newspapers for Limited Partnership and Liability Companies   will list all the acceptable publication papers. The publication you chose to contact will explain the process, the fees and how long you will need to run the publication.   

General Information

Free counseling is available for new business owners from the following organizations.  

New York State Small Business Development Center :

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

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

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