2023 -- H 6049
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LC002092
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S TATE OF RHODE IS LAND
IN GENERAL ASSEMBLY
JANUARY SESSION, A.D. 2023
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A N A C T
RELATING TO COMMERCI AL LAW -- GENERAL REGULATORY PROVISION S --
FILING OF ASSUMED NAME
Introduced By: Representative Evan P. Shanley
Date Introduced: March 03, 2023
Referred To: House Corporations
It is enacted by the General Assembly as follows:
SECTION 1. The title of Chapter 6-1 of the General Laws entitled "Filing of Assumed 1
Name" is hereby amended to read as follows: 2
CHAPTER 6-1 3
Filing of Assumed Name 4
CHAPTER 6-1 5
FILING OF TRADE NAME 6
SECTION 2. Sections 6-1-1, 6-1-2 and 6-1-3 of the General Laws in Chapter 6-1 entitled 7
"Filing of Assumed Name" are hereby amended to read as follows: 8
6-1-1. Filing of business name required. [Effective January 1, 2023.] Filing of business 9
trade name requirements. [Effective January 1, 2024.] 10
(a) No person or persons shall carry on or conduct or transact business in this state under 11
any assumed trade name, or under any designation, name, or style, corporate or otherwise, other 12
than the real name or names of the individual or individuals conducting or transacting business, 13
unless the person or persons shall file, in person, by mail or electronically with person, by mail, or 14
electronically with the office of the town or city clerk in the town or city in which the person or 15
persons conduct or transact, or intend to conduct or transact, business, secretary of state a an 16
executed application for a trade name certificate stating: 17
(1) The the name under which the business is, or is to be, conducted or transacted, and the 18
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true or real full name or names, both the first name and surname, of the person or persons 1
conducting or transacting the business, with the post office address or addresses of the person or 2
persons, and the email address of the person or persons, the municipality where the business is 3
located, and the North American Industry Classification System (NAICS) code that best represents 4
the business activity to be conducted. 5
(2) The trade name shall be distinguishable upon the records of the trade name registry 6
from the name of any trade name on file within the municipality where the business is located. 7
(b) Whenever this chapter requires a certificate to be executed and acknowledged, such 8
requirement is satisfied by the signature, without more, of the individual or individuals signing the 9
application in which case such signature or signatures constitute the affirmation or 10
acknowledgement of the signatory, under penalties of perjury, that the application is that 11
individual's act and deed, and that the facts stated there in are true. 12
6-1-2. Indexes — Filing fee — Certified copies as evidence. 13
The several town and city clerks of this secretary of state shall keep alphabetical indexes 14
an online register of all persons filing certificates and of all names or styles assumed, referred to in 15
this chapter, and, for the indexing and filing of the certificates, the town and city clerks shall receive 16
for the benefit of the town or city a fee of secretary of state shall charge and collect a fee of ten 17
dollars ($10.00) each. A copy of the certificate, duly certified to by the town or city clerk in whose 18
office the certificate secretary of state shall be filed, shall be presumptive evidence in all courts in 19
this state of the facts contained in the certificate. The secretary of state shall charge and collect 20
twenty dollars ($20.00) for the issuance of a letter of status. 21
6-1-3. Corporations — Partnership names. 22
This chapter shall in no way affect or apply to any a duly registered or qualified, domestic 23
or foreign corporation, nonprofit corporation, limited liability company, limited liability 24
partnership, or limited partnership duly organized under the laws of this state, or to any corporation 25
or limited partnership organized under the laws of any other state and lawfully doing business in 26
this state, or to any partnership or joint venture, the name or designation of which includes the true 27
or real surname of at least one individual who is a partner or joint venturer. 28
SECTION 3. Chapter 6-1 of the General Laws entitled "Filing of Assumed Name" is 29
hereby amended by adding thereto the following sections: 30
6-1-1.1. Definitions. 31
For purposes of this chapter, the following definitions apply: 32
(1) "Business" means an occupation, profession, or employment engaged in for the purpose 33
of seeking a profit. 34
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(2) "Department" means the department of state. 1
(3) "Distinguishable upon the record" means the standard used by the department of state 2
in its name availability guidelines for domestic entities. 3
(4) "Electronic transmission" means any form of communication, not directly involving 4
the physical transmission of paper, that creates a record that may be retained, retrieved, and 5
reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a 6
recipient through an automated process. 7
(5) "Filing" means delivered to the secretary of state in either paper format or electronic 8
transmission through a medium provided and authorized by the secretary of state. 9
(6) "Municipality" means and includes any city or town within the state. 10
(7) "Person" means any individual, partnership, limited liability company, or corporation 11
conducting or having an interest in a business in the state. 12
(8) "Signature" or "signed" or "executed" means an original signature, facsimile, or an 13
electronically transmitted signature submitted through a medium provided and authorized by the 14
secretary of state. 15
(9) "Trade name" means a word(s) or names(s), or any combination of a word(s) or 16
name(s), used by a person to identify the person's business which: 17
(i) Is not, or does not include, the true and real name of all persons conducting the business; 18
or 19
(ii) Includes words which suggest additional parties of interest such as "company," "and 20
sons," or "and associates." 21
(10) "True and real name" means: 22
(i) The last name of an individual coupled with the first name, middle names, initials, or 23
any combination thereof; or 24
(ii) The designation or identifying name by which an individual is best known and called 25
in the business community where that individual transacts business, if this designation or 26
identifying name is used as that individual's legal signature. 27
6-1-5. Changes in registration -- Filing notice of change. 28
(a) A notice of change shall be filed with the secretary of state when a change occurs in: 29
(1) The true and real name of a person conducting a business with a trade name registered 30
under this chapter; or 31
(2) Any mailing address or email address set forth on the registration or any subsequently 32
filed notice of change; or 33
(3) An addition, deletion, or any change of person or persons conducting business under 34
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the registered trade name occurs; or 1
(4) There is a change in the wording or spelling of the trade name since initial registration 2
or renewal. 3
(b) A notice of cancellation shall be filed with the secretary of state when use of a trade 4
name is discontinued. 5
6-1-6. Failure to file. 6
No person or persons carrying on, conducting, or transacting business under any trade name 7
shall be entitled to maintain any suit in any of the courts of this state until such person or persons 8
have properly completed the registration as provided for in §§ 6-1-1 and 6-1-2. Failure to complete 9
this registration shall not impair the validity of any contract or act of such person or persons and 10
shall not prevent such person or persons from defending any suit in any court of this state. 11
6-1-7. Renewal or cancellation. 12
(a) The secretary of state shall require the annual renewal of trade names and establish a 13
process for renewing trade names. Any such renewal process shall allow persons to renew their 14
trade name at the same time they are required to renew their business license, if applicable. 15
(b) The secretary of state may cancel a person's trade name upon request of the person to 16
whom the trade name is registered. The secretary of state may also provide for the cancellation of 17
trade names under circumstances as defined by the municipality by rule or regulation, which may 18
include failure to renew a trade name under a renewal process as may be established by the secretary 19
of state under the authority of subsection (a) of this section. 20
(c)(1) The secretary of state shall make a reasonable effort to notify a person that the 21
secretary of state intends to cancel the person's trade name. This notice is not required when a 22
request for cancellation of a trade name is received by the secretary of state from the person to 23
whom the trade name was registered or the person's authorized representative. The secretary of 24
state may comply with this subsection either by mailing the notice to the person's last known 25
address on record with the secretary of state or by providing the notice electronically in lieu of mail. 26
Such electronic notice may be sent by email to the person's last known email address on record 27
with the secretary of state. Provided, however, if the secretary of state sends a notice by email and 28
is notified that the email is undeliverable, the secretary of state shall resend the notice by mail to 29
the person's last known address on record with the secretary of state. 30
(2) The secretary of state may cancel a trade name unless, within sixty (60) days of sending 31
the notice required under this section, the person files the annual renewal outlined in subsection (a) 32
of this section or meets the other requirements set forth in the cancellation notice as outlined in 33
subsection (b) of this section. 34
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(d) The secretary of state may remove any canceled trade names from its database of trade 1
names. 2
6-1-8. Restoration statement. 3
If any person or persons shall have a trade name certificate cancelled by the secretary of 4
state, the person or persons may file a restoration statement and pay a twenty-five dollar ($25.00) 5
restoration fee. The restoration statement shall include: 6
(1) The name under which the business is, or is to be, conducted or transacted; 7
(2) The true or real full name or names, both the first name and surname, of the person or 8
persons conducting or transacting the business; 9
(3) The post office address or addresses of the person or persons conducting the business; 10
(4) The email address of the person or persons conducting the business; and 11
(5) The municipality where the business is located; and 12
(6) The North American Industry Classification System (NAICS) code that best represents 13
the business activity being conducted. 14
6-1-9. Establishment of pilot filing project and transfer of assumed business name 15
records. 16
By August 1, 2024, the secretary of state shall establish a database to house all trade name 17
records. Between August 1, 2024, and September 30, 2024, each municipality shall transfer to the 18
secretary of state its active assumed business name records to be incorporated into the trade name 19
database. Between August 1, 2024, and January 1, 2025, a pilot filing project shall be established 20
allowing trade name registrations to be filed with the secretary of state once the municipality's 21
records have been transferred and indexed within the secretary of state's database. 22
SECTION 4. This act shall take effect on January 1, 2025. 23
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EXPLANATION
BY THE LEGISLATIVE COUNCIL
OF
A N A C T
RELATING TO COMMERCI AL LAW -- GENERAL REGULATORY P ROVISIONS --
FILING OF ASSUMED NAME
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This act would change the term "assumed name" to "trade name". This act would also 1
centralize the filing, administration and regulation process to the secretary of state. This act would 2
also require trade an annual renewal of the trade name. 3
This act would take effect on January 1, 2025. 4
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LC002092
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