What is a Business Certificate and Who Must File?

Answer

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FILING A BUSINESS CERTIFICATE (DBA)

 (Massachusetts General Laws, Chapter 110, Section 5, 6; 227:5A)

 WHAT IS A BUSINESS CERTIFICATE, DBA (doing business as)?

 A Business Certificate is a local registration of a business that is conducted within the Town and filed with the Town Clerk, either in person or by mail, in every city/town where a business of any such person, partnership or corporation may be situated. It is commonly referred to as a “d/b/a” (doing business as).  The primary purpose of filing is to protect consumers or creditors by identifying the names and addresses of the owners of the business.  Essentially, the public has a right to know who “is” a particular business, since a customer will not know who owns the business simply by the name of the business. 

 NOTE:  A business certificate is not a license to do business in the Town of Sudbury.  Additional licenses/permits issued by other town departments or state agencies may be required in order to do business.  Please refer to the Town of Sudbury Zoning Bylaws for conducting a business in the business district or the residential/home business.  If needed you may be required to check with the Building Inspector/Zoning Enforcement Officer (978) 440-5461.

 WHO MUST FILE?

 Any person conducting a business under any title (business name) other than the complete real name of the person conducting the business must file a certificate.  A person is defined as an individual, a partnership, or a corporation.

 Exemptions to filling are allowed under section 6 if the corporation is doing business in its true corporate name, or if a legal partnership is doing business under any title which includes the true surname of any.  Certain other exemptions exist for trusts and limited partnerships.

   WHO MUST SIGN THE BUSINESS CERTIFICATE?

 If the business is owned solely by one person, only that person needs to sign.  If it is a partnership of two or more people (but not a formal legal entity), both or all of the “partners” must sign.  If it is a legal partnership, any officer who has authority to sign on behalf of the partnership may do so.  If it is a corporation, an officer who has signatory authority must sign – which is usually the President, but not always.  All signatures must be made in front of a notary, the Town Clerk or the Assistant Town Clerk.  Do not sign the certificate unless it is in front of one of these three individuals.  An individual must be 18 years of age or older to legally sign a business certificate.

  HOW LONG IS MY BUSINESS CERTIFICATE GOOD FOR?

 Business Certificates are valid for a period of four (4) years from the date of its original filing.  They must be renewed every four (4) years for as long as the business is being conducted.

  WHAT IF I “GO OUT OF BUSINESS”, CHANGE MY RESIDENCE; CHANGE THE LOCATION OF THE BUSINESS OR WANT TO CHANGE THE NAME OF THE BUSINESS?

 Change of Residence as listed on certificate, change of location of the business within town (but keeps the same business name): You must file either a Statement of Change of Residence, or a Statement of Change of Location of Business.

 Discontinuance of business, retire or withdraw from conducting business (i.e.: go out of business or move it to another town:  You must file a Statement of Discontinuance.  If you will be conducting a “Going Out of Business Sale” please contact the Town Clerk’s office regarding the legal requirements for this type of sale.

 Change the name of the business: You must first file a Discontinuance and then file a new Certificate for the new business name.  You cannot simply change the name of the business as technically you are stopping business in one name and starting business in a new name.

In case of death of the owner of the registered business(d/b/a):  A statement may be filed by the executor or administrator of the estate.

 DOES THE FILING OF A BUSINESS CERTIFICATE PROTECT ME FROM OTHER USING THE SAME NAME?

 No, The protection of a trademark (wood, name, symbol or device) in Massachusetts is accomplished through the Secretary of State’s Office.  (See website below)

 WHAT IS THE FEE TO FILE A CERTIFICATE OR STATEMENT?

Filing/Renewal of a Business Certificate– $50.00 (4 years).

Statements:$25.00

Certified Copies:$4.00

Photocopies: .05 cents/page

Payments may be made by Cash, or a check made out to the “Town of Sudbury. If filing by mail, please do not send cash. Credit Cards are accepted through the Town of Sudbury On-Line module.

 MUST I DISPLAY A COPY OF MY BUSINESS CERTIFICATE?

 The law states that copies of your certificate must be available at the address at which the business is conducted, and shall be produced for inspection upon request during regular business hours to any person who has purchased goods or services from such business.

 WHAT IS THE PENALTY IF I DO NOT FILE A CERTIFICATE OR STATEMENT?

 The law states that violations will be punished by a fine of not more than three hundred dollars ($300.00) for each month during which the violation continues.

  WHERE DO I GET THE FORMS AND HOW DO I FILE?

 All forms may be obtained from and filed at the Town Clerk’s Office during normal business hours (Mondays, Wednesdays, Thursdays: 8:30 am – 4:30 pm; Tuesdays: 8:30 am – 7:00 pm; Fridays: 8:30 am – 12:30 pm) or downloaded here. DBA Form

Forms can be notarized at the Town Clerk’s office or by another notary and mailed to the Town Clerk at 322 Concord Road with a check made out to the Town of Sudbury.

  WHERE DO I GET TAX INFORMATION REGARDING MY BUSINESS?

 The Massachusetts Department of Revenue (DOR) can answer all of your questions regarding collecting sales tax or other tax questions you may have.  The Taxpayer Assistance Bureau is open from 8:45am – 5pm, Monday – Friday.  The toll free number is 1 (800) 392-6089 or (617) 887-6367.  The DOR has a publication entitled “A Guide to Sales and Use Tax” which answers the most commonly asked questions about sales/use tax.

 You obtain an FID number from the IRS at (800) 829-1040 or (617) 523-1040.

 Websites:

Department of Revenue          http://www.dor.state.ma.us/

Secretary of State’s office      www.state.ma.us

 Where do I apply for a DBA Certificate/Business Certificate?