Your decision to embark on a new business venture in Delaware County is an exciting event.
By filing your business registration or corporation form, you are taking an important first step in establishing your business. We’re happy to introduce you to the process of starting your business in Delaware County.
Starting your own business may seem like a long and detailed process, but, with the right resources, you can be ready to begin with ease. We’ve created this page to help you navigate the process of registering a business name or corporation.
This is an exciting time for you and we realize that small businesses form the foundation of our economy. Our staff is ready to assist and help you succeed in this new endeavor.
LEGAL STRUCTURE FOR YOUR BUSINESS
The most common forms of business organizations are: sole proprietorship, partnership, limited liability company, and corporation. If you plan to conduct business under a name other than your own, you are required to register the name. Keep in mind that registration of an assumed name in the Clerk’s Office is NOT a license to conduct business.
The simplest form of business structure owned by one individual is a sole proprietorship. All business responsibilities, decisions, and risks are those of the single owner. The owner of a sole proprietorship has unlimited liability for the business.
Form required: Business Certificate (Assumed Name Certificate) also known as Certificate of Conducting Business as a Sole Proprietor. This form is available HERE. Complete the form in BLACK INK but DO NOT SIGN until in the presence of a Notary Public. A Notary at the Clerk’s Office can witness your signature at no charge. Notarized forms and the appropriate fee can also be mailed directly to the Clerk’s Office.
Fees: $25 plus $5 for each certified copy. You typically need three copies: the original for the County Clerk, one for your bank to open a business account, and one for your records.
A partnership is the relationship between two or more persons or companies that carry on a trade or business together. In the absence of a Partnership Agreement, New York Partnership Law sets forth the rights and duties of the partners.
Form required: Business Certificate for Partners also known as Certificate of Conducting Business as Partners. This form is available HERE. Complete the form in BLACK INK but DO NOT SIGN until in the presence of a Notary Public. A Notary at the Clerk’s Office can witness your signature at no charge. Notarized forms and the appropriate fee can also be mailed directly to the Clerk’s Office.
Fees: $25 plus $5 for each certified copy. You usually need three copies: the original for the County Clerk, one for your bank to open a business account, and one for your records.
Similar to a general partnership, except that only one partner is required to be a general partner. The additional partner(s) has/have limited liability to the extent of his/her/their investment and no management powers.
Form required: The New York State Department of State requires the filing of a Certificate of Limited Partnership found at http://www.dos.ny.gov/corps.
Limited Liability Company
A limited liability company is an unincorporated business organization, other than a general partnership or a trust, of one or more persons having limited liability for the contractual obligations and other liabilities of the business. Form required: The New York State Department of State requires the filing of Articles of Organization found at http://www.dos.ny.gov/corps. A Limited Liability Company must publish a notice in two newspapers (a daily and a weekly newspaper) in Delaware County each week for six successive weeks specifying the details of the Limited Liability Company within 120 days after filing the Articles.
Limited Liability Partnership
Similar to a limited liability company, a limited liability partnership is a professional partnership, each partner having limited liability for the other(s). The New York State Department of State requires the filing of a Certificate of Registration found at http://www.dos.ny.gov/corps.
A New York State corporation is an entity separate and distinct from the individual(s) who owns and manages the business. A corporation can sell, buy, and inherit property in its own name and is legally endowed with rights, powers, and duties in the conduct of lawful activities, like a natural person. Business corporations operate for profit and can raise capital by selling shares of interest in the corporation. A corporation’s debt and obligations are distinctly its own and not generally those of the owners.
Form required: The New York State Department of State requires the filing of a Certificate of Incorporation found at http://www.dos.ny.gov/corps.
LICENSES AND PERMITS
A person contemplating starting a business should be aware of local laws. It is important to contact the village or town clerk where the business office will be located or operated. Local laws or regulations affecting zoning, signage or parking should be considered. It is advisable to contact your local municipality first.
New York State Licensing
Some businesses require specific New York State permits. The Governor’s Office of Regulatory Reform defines a permit as “any required license, registration or similar form of authorization required by New York State.” Those businesses that require a permit include, but are not limited to: motor vehicle repair shops, beauty salons, food establishments, real estate sales and child day care centers. For assistance in identifying New York State permit requirements, visit https://www.businessexpress.ny.gov/
New York State Department of Taxation and Finance
Publication 20, “New York State Tax Guide for New Businesses,” provides basic information about New York State Tax Law and Regulations for small businesses. This publication outlines the procedures to follow and forms to file with the NYS Department of Taxation and Finance to fulfill your tax obligations. You may find the publication, along with others at http://www.tax.ny.gov/pubs_and_bulls/.
For more specific information regarding the taxation of various types of business entities, such as corporations, limited liability companies or limited partnerships, review the specific publications at http://www.tax.ny.gov/bus/ct/ctidx.htm. For example, tax treatment of S Corporations is discussed in Publication 35, and the publication regarding limited liability companies is Publication 16.
Additional information from the Tax Department regarding the start up of a business may be found at: http://www.tax.ny.gov/bus/doingbus/starting_business.htm.
Sales and Use Taxes
If your business will sell tangible personal property or provide specific services in New York, you may be required to collect and remit New York State and local sales tax to the NYS Department of Taxation and Finance, usually on a quarterly basis. Publication 750, “A Guide to Sales Tax in New York State,” as well as Tax Bulletin ST-360, How to Register for New York State Sales Tax , both available at http://www.tax.ny.gov/pubs_and_bulls/, has information regarding your obligations and how to register for a “Sales Tax Certificate of Authority” (Form DTF-17).
If you have any questions on whether or not you are required to register, see Tax Bulletin ST-175, Do I Need to Register for Sales Tax?. To determine when and how a business entity such as a limited liability company or corporation pays use or sales tax, see Tax Bulletin ST-910.
NYS Department of Taxation & Finance
Forms: 518-485-6800 Information: 518-485-6800
Internal Revenue Service
The Small Business and Self-Employed Tax Center at http://www.irs.gov/businesses/small/ index.html provides links to general information regarding federal tax obligations, helpful videos for small business or self-employed individuals, scheduled events such as workshops and online tools, as well as more specific tax information regarding the various stages of owning and operating a small business.
A Federal Employer Identification Number (EIN) is used by the federal and state authorities to identify a business entity. Generally, all businesses need a federal tax identification number. To determine if you are required to obtain an “EIN,” review the information available at http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/ Apply-for-an-Employer-Identification-Number-(EIN)-Online
The first step in hiring employees is obtaining an Employer Identification Number, or EIN. You may either contact the Internal Revenue Service directly or online to obtain an EIN.
More information may be found at https://www.irs.gov/businesses/small-businesses-self-employed/ apply-for-an-employer-identification-number-ein-online.
Federal law requires employers to verify an employee’s eligibility to work in the United States. Within three days of hire, employers must complete an Employment Eligibility Verification Form, commonly referred to as an “I-9 Form.” Completing this form requires you to examine acceptable forms of documentation supplied by the employee to confirm the employee’s citizenship or eligibility to work in the U.S. The form, instructions and additional information may be found at the internet site for US Citizenship and Immigration Services (www.uscis.gov).
In addition, all employers must report newly hired and re-hired employees to a state directory within 20 days of their hire or rehire date. New York State New Hire Reporting Requirements may be found at http://www.tax.ny.gov/bus/wt/newhire.htm.
Once employees are hired, certain taxes must be withheld by the employer, including FICA (Medicare and Social Security taxes), as well as federal and state income taxes.
For specific information on employer responsibilities regarding the withholding of federal taxes, you may want to read the IRS’ Employer’s Tax Guide (Publication 15, http://www.irs.gov/pub/irs-pdf/p15.pdf).
In addition to the obligation to withhold state income taxes, New York State requires all employers to provide Unemployment, Worker’s Compensation, Family Leave Insurance, and Disability Insurances. See Publication NYS-50, Employer’s Guide to Unemployment Insurance, Wage Reporting, and Withholding Tax. (http:// www.tax.ny.gov/pdf/publications/withholding/nys50.pdf)
Delaware County Chamber of Commerce
The Chamber is a private membership organization that works to make the local economy stronger and provides its members with opportunities to grow their businesses with money saving offers, networking, and advocacy. Visit www.delawarecounty.org or call 607-746-2281
Delaware County Economic Development
This County department is your go-to source for the comprehensive information you’ll need to make your decisions. We can advise you on available loans and incentives, assist you with site location, and offer guidance about the community, the local labor force, business regulations, and other topics relevant to your business. Visit www.dcecodev.com
or call 607-832-5123.
Division of Minority and Women-Owned Business Development
This Division of the Empire State Development promotes the business development of minority and women–owned business enterprises (MWBEs) through education and outreach to agencies and MWBEs. Certified MWBE companies are listed in the “Directory of Certified Minority and Women-Owned Business Enterprises.” Visit www.esd.ny.gov/MWBE.html.
Empire State Development
The agency promotes economic development by providing incentives and initiatives to support small business. Visit www.esd.ny.gov/ or
Empire State Division for Small Business
This division of Empire State Development provides resources on start-up, financing, technical assistance, permits and licensing and more to support the development and expansion of small businesses with under 100 employees. Visit www.esd.ny.gov/SmallBusiness.html.
NYS Small Business Development Center
The center delivers high quality business counseling and training to New Yorkers who want to start a business or improve the performance of an existing business. Visit www.nyssbdc.org/
The SCORE Association assists with securing financing for businesses and developing an effective business plan. They provide free business counseling and low-cost workshops. Visit https://greaterbinghamton.score.org/ or call 607-772-8860.
FREQUENTLY ASKED QUESTIONS
I am thinking of starting a business. Where can I find start-up help?
There are many organizations that assist first time business owners. Consult one of the organizations listed on our Business Resources page, such as Delaware County Economic Development, Delaware County Chamber of Commerce, SCORE, or the Small Business Development Center.
Where can I get the necessary forms?
If you are a sole proprietorship or partnership and filing a Business Certificate, also known as “Doing Business Certificate” or “Assumed Name Certificate”, go to the County Clerk’s office or the Delaware County Chamber of Commerce. If you are forming a corporation, limited partnership or limited liability company, go to www.dos.state.ny.us and visit the “Corporations” section.
What may I name my company?
Generally, you may call your business any name that you choose. However, some restrictions apply to the name that you may legally give your business. For example, you may not add the suffix “Inc.” or “Incorporated” to a business that is not a corporation, and you will be required to use a particular suffix in the name of a business that is formed pursuant to New York law, i.e., Smith Jones LLC. You may not generally use a name that would be misleading, i.e., United States Insurance Offerings, and if your business requires approval of a state agency, you may be required to include the type of business in your name, i.e., Best Buy Insurance Agency.
Where can I file my Business Certificate?
All sole proprietorship and partnership certificates must be filed in the county where the entity intends to conduct business. In Delaware County, you will file your Business Certificate at the Delaware County Clerk’s Office,
3 Courthouse Square, Delhi, NY 13753.
May I mail in the Business Certificate?
Yes, however a search should be made of the records at the Clerk’s Office to ensure that you are not using a name already registered. It is the responsibility of the filer to avoid a conflict by choosing a name not already in use. You may search public records of business names at the Clerk’s Office.
The Business Certificate must be filled out correctly, notarized and forwarded with a check or money order in the amount of $25, plus $5 for each certified copy to: Delaware County Clerk’s Office, 3 Courthouse Square, Delhi, NY 13753. Include a self-addressed and postage paid return envelope for each filing requested.
How much does filing a business certificate cost?
There is a charge of $25 to file your business certificate. Certified copies are available for $5 each. You typically need three copies: the original for the County Clerk, one for your bank to open a commercial account, and one for your records.
May I have my business certificate notarized at the Clerk Office?
Yes! Blank forms are available at the Clerk’s Office and a Notary at the Clerk’s Office can witness your signature at no charge. Please note that the clerks in the office are neither authorized to give legal advice nor correct the information in your certificate.
If I decide, instead, to form a corporation or other business entity, where will I obtain and file the appropriate forms?
Corporations, limited liability partnerships, and limited liability companies are created by filing either a Certificate of Corporation, Certificate of Limited Partnership, Articles of Organization, or other certificate of authority with the New York State Department of State, Division of Corporation, and not with the County Clerk. Forms and information are available at www.dos.ny.gov/corps/index.html.
Where can I obtain licenses and permits?
Information regarding necessary licenses or permits may be found at the NYS Office for Technology, Business Permit Assistance Office at licensecenter.ny.gov/business-licenses. You may be required to obtain specific certification or authorization from the New York Division of Licensing Services. For additional information, visit www.dos.ny.gov/licensing/.
Note that if you plan to operate a business from your home, check to ensure you are not in violation of local zoning ordinances.