Hon. Basil A. Paterson Secretary of State
You have recently inquired as to whether a partnership comprised of one or more corporations transacting business in this State is required to file a certificate in the office of the clerk of each county in which such business is transacted, setting forth the name or designation under which such business is transacted, or whether such certificate should be filed with the Secretary of State.
Section 130 (1) of the General Business Law provides as follows:
"1. No person shall hereafter (i) carry on or conduct or transact business in this state under any name or designation other than his or its real name, or (ii) carry on or conduct or transact business in this state as a member of a partnership, unless:
"(a) Such person, if other than a corporation, shall file in the office of the clerk of each county in which such business is conducted or transacted a certificate setting forth the name or designation under which and the address within the county at which such business is conducted or transacted, the full name or names of the person or persons conducting or transacting the same, including the names of all partners, with the residence address of each such person, and the age of any person less than eighteen years of age. Each certificate shall be executed and duly acknowledged by the person or, if there be more than one, by all of the persons conducting the business.
"(b) Such person, if a corporation, shall file, together with the fees as set forth in subdivision five of this section, in the office of the secretary of state a certificate setting forth the name or designation under which business is carried on or conducted or transacted, its corporate name, the location including number and street, if any, of its principal place of business in the state, the name of each county in which it does business or intends to do business, and the location including number and street, if any, of each place where it carries on or conducts or transacts business in this state. Each certificate shall be executed and duly acknowledged by an officer of the corporation."
In 1979 Atty Gen [Inf] — (March 14, 1979), we concluded that subdivision 1 (b) of section 130 of the General Business Law requires a corporation listed as a partner in a partnership whose certificate is filed with a County Clerk to register the partnership name with the Secretary of State as an assumed name under which the corporation is doing business.
A partnership that includes one or more corporations as partners is still required to file with the County Clerk the certificate setting forth the name or designation under which business is transacted, the names of persons conducting or transacting the business and the names of all partners pursuant to the provisions of subdivision 1 (a) of section130 of the General Business Law.
We conclude that if a corporation is a member of a partnership, the partnership must file with the County Clerk the certificate required by subdivision 1 (a) of section 130 and the corporation must file with the Secretary of State the certificate required by subdivision 1 (b) of section 130 of the General Business Law.