Business Certificate for Sole Proprietorships and General Partnerships

If your business operates under a business other than its legal name, you must receive a Certificate of Assumed Name from your county clerk. This certificate is often called a "business certificate."

County clerks are separate for all five boroughs of New York City. Their contact details are at the end of this page. A legal name is the name under which your business incorporated in New York State.

If you use a trade name, you will likely need a Certificate of Assumed Name. This rule differs for sole proprietorships and general partnerships:

• A sole proprietorship is a business run by an executive owner. The owner is liable for all business operations. The owner does business in their own name or with a "trade name." A business certificate is needed only if a trade name is used.
• A general partnership is a type of business entity in which partners (owners) share the profits or losses of the business in which they invest. General partnerships normally conduct business under a trade name. General partnerships almost always need a business certificate.

All businesses can file for a certificate directly with the county clerk's office in the borough in which they are based. However, business owners should consult with an attorney to learn about the implications of various legal structures.

Businesses must file a Certificate of Assumed Name if they operate under any name other than their name for incorporation. These organizations must file the Certificate of Assumed Name with the State Department of State, Division of Corporations. Click the following link for more information about Certificates of Assumed Name.

For more information, contact the county clerk's office in your borough.