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| 4 | 4 | | |
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| 5 | 5 | | 2023 -- H 6049 |
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| 6 | 6 | | ======== |
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| 7 | 7 | | LC002092 |
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| 8 | 8 | | ======== |
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| 9 | 9 | | S TATE OF RHODE IS LAND |
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| 10 | 10 | | IN GENERAL ASSEMBLY |
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| 11 | 11 | | JANUARY SESSION, A.D. 2023 |
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| 12 | 12 | | ____________ |
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| 13 | 13 | | |
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| 14 | 14 | | A N A C T |
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| 15 | 15 | | RELATING TO COMMERCI AL LAW -- GENERAL REGULATORY PROVISION S -- |
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| 16 | 16 | | FILING OF ASSUMED NAME |
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| 17 | 17 | | Introduced By: Representative Evan P. Shanley |
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| 18 | 18 | | Date Introduced: March 03, 2023 |
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| 19 | 19 | | Referred To: House Corporations |
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| 20 | 20 | | |
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| 21 | 21 | | |
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| 22 | 22 | | It is enacted by the General Assembly as follows: |
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| 23 | 23 | | SECTION 1. The title of Chapter 6-1 of the General Laws entitled "Filing of Assumed 1 |
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| 24 | 24 | | Name" is hereby amended to read as follows: 2 |
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| 25 | 25 | | CHAPTER 6-1 3 |
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| 26 | 26 | | Filing of Assumed Name 4 |
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| 27 | 27 | | CHAPTER 6-1 5 |
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| 28 | 28 | | FILING OF TRADE NAME 6 |
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| 29 | 29 | | SECTION 2. Sections 6-1-1, 6-1-2 and 6-1-3 of the General Laws in Chapter 6-1 entitled 7 |
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| 30 | 30 | | "Filing of Assumed Name" are hereby amended to read as follows: 8 |
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| 31 | 31 | | 6-1-1. Filing of business name required. [Effective January 1, 2023.] Filing of business 9 |
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| 32 | 32 | | trade name requirements. [Effective January 1, 2024.] 10 |
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| 33 | 33 | | (a) No person or persons shall carry on or conduct or transact business in this state under 11 |
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| 34 | 34 | | any assumed trade name, or under any designation, name, or style, corporate or otherwise, other 12 |
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| 35 | 35 | | than the real name or names of the individual or individuals conducting or transacting business, 13 |
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| 36 | 36 | | unless the person or persons shall file, in person, by mail or electronically with person, by mail, or 14 |
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| 37 | 37 | | electronically with the office of the town or city clerk in the town or city in which the person or 15 |
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| 38 | 38 | | persons conduct or transact, or intend to conduct or transact, business, secretary of state a an 16 |
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| 39 | 39 | | executed application for a trade name certificate stating: 17 |
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| 40 | 40 | | (1) The the name under which the business is, or is to be, conducted or transacted, and the 18 |
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| 41 | 41 | | |
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| 42 | 42 | | |
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| 43 | 43 | | LC002092 - Page 2 of 6 |
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| 44 | 44 | | true or real full name or names, both the first name and surname, of the person or persons 1 |
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| 45 | 45 | | conducting or transacting the business, with the post office address or addresses of the person or 2 |
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| 46 | 46 | | persons, and the email address of the person or persons, the municipality where the business is 3 |
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| 47 | 47 | | located, and the North American Industry Classification System (NAICS) code that best represents 4 |
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| 48 | 48 | | the business activity to be conducted. 5 |
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| 49 | 49 | | (2) The trade name shall be distinguishable upon the records of the trade name registry 6 |
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| 50 | 50 | | from the name of any trade name on file within the municipality where the business is located. 7 |
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| 51 | 51 | | (b) Whenever this chapter requires a certificate to be executed and acknowledged, such 8 |
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| 52 | 52 | | requirement is satisfied by the signature, without more, of the individual or individuals signing the 9 |
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| 53 | 53 | | application in which case such signature or signatures constitute the affirmation or 10 |
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| 54 | 54 | | acknowledgement of the signatory, under penalties of perjury, that the application is that 11 |
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| 55 | 55 | | individual's act and deed, and that the facts stated there in are true. 12 |
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| 56 | 56 | | 6-1-2. Indexes — Filing fee — Certified copies as evidence. 13 |
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| 57 | 57 | | The several town and city clerks of this secretary of state shall keep alphabetical indexes 14 |
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| 58 | 58 | | an online register of all persons filing certificates and of all names or styles assumed, referred to in 15 |
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| 59 | 59 | | this chapter, and, for the indexing and filing of the certificates, the town and city clerks shall receive 16 |
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| 60 | 60 | | for the benefit of the town or city a fee of secretary of state shall charge and collect a fee of ten 17 |
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| 61 | 61 | | dollars ($10.00) each. A copy of the certificate, duly certified to by the town or city clerk in whose 18 |
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| 62 | 62 | | office the certificate secretary of state shall be filed, shall be presumptive evidence in all courts in 19 |
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| 63 | 63 | | this state of the facts contained in the certificate. The secretary of state shall charge and collect 20 |
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| 64 | 64 | | twenty dollars ($20.00) for the issuance of a letter of status. 21 |
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| 65 | 65 | | 6-1-3. Corporations — Partnership names. 22 |
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| 66 | 66 | | This chapter shall in no way affect or apply to any a duly registered or qualified, domestic 23 |
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| 67 | 67 | | or foreign corporation, nonprofit corporation, limited liability company, limited liability 24 |
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| 68 | 68 | | partnership, or limited partnership duly organized under the laws of this state, or to any corporation 25 |
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| 69 | 69 | | or limited partnership organized under the laws of any other state and lawfully doing business in 26 |
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| 70 | 70 | | this state, or to any partnership or joint venture, the name or designation of which includes the true 27 |
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| 71 | 71 | | or real surname of at least one individual who is a partner or joint venturer. 28 |
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| 72 | 72 | | SECTION 3. Chapter 6-1 of the General Laws entitled "Filing of Assumed Name" is 29 |
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| 73 | 73 | | hereby amended by adding thereto the following sections: 30 |
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| 74 | 74 | | 6-1-1.1. Definitions. 31 |
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| 75 | 75 | | For purposes of this chapter, the following definitions apply: 32 |
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| 76 | 76 | | (1) "Business" means an occupation, profession, or employment engaged in for the purpose 33 |
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| 77 | 77 | | of seeking a profit. 34 |
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| 78 | 78 | | |
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| 79 | 79 | | |
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| 80 | 80 | | LC002092 - Page 3 of 6 |
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| 81 | 81 | | (2) "Department" means the department of state. 1 |
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| 82 | 82 | | (3) "Distinguishable upon the record" means the standard used by the department of state 2 |
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| 83 | 83 | | in its name availability guidelines for domestic entities. 3 |
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| 84 | 84 | | (4) "Electronic transmission" means any form of communication, not directly involving 4 |
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| 85 | 85 | | the physical transmission of paper, that creates a record that may be retained, retrieved, and 5 |
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| 86 | 86 | | reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a 6 |
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| 87 | 87 | | recipient through an automated process. 7 |
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| 88 | 88 | | (5) "Filing" means delivered to the secretary of state in either paper format or electronic 8 |
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| 89 | 89 | | transmission through a medium provided and authorized by the secretary of state. 9 |
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| 90 | 90 | | (6) "Municipality" means and includes any city or town within the state. 10 |
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| 91 | 91 | | (7) "Person" means any individual, partnership, limited liability company, or corporation 11 |
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| 92 | 92 | | conducting or having an interest in a business in the state. 12 |
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| 93 | 93 | | (8) "Signature" or "signed" or "executed" means an original signature, facsimile, or an 13 |
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| 94 | 94 | | electronically transmitted signature submitted through a medium provided and authorized by the 14 |
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| 95 | 95 | | secretary of state. 15 |
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| 96 | 96 | | (9) "Trade name" means a word(s) or names(s), or any combination of a word(s) or 16 |
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| 97 | 97 | | name(s), used by a person to identify the person's business which: 17 |
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| 98 | 98 | | (i) Is not, or does not include, the true and real name of all persons conducting the business; 18 |
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| 99 | 99 | | or 19 |
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| 100 | 100 | | (ii) Includes words which suggest additional parties of interest such as "company," "and 20 |
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| 101 | 101 | | sons," or "and associates." 21 |
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| 102 | 102 | | (10) "True and real name" means: 22 |
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| 103 | 103 | | (i) The last name of an individual coupled with the first name, middle names, initials, or 23 |
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| 104 | 104 | | any combination thereof; or 24 |
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| 105 | 105 | | (ii) The designation or identifying name by which an individual is best known and called 25 |
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| 106 | 106 | | in the business community where that individual transacts business, if this designation or 26 |
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| 107 | 107 | | identifying name is used as that individual's legal signature. 27 |
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| 108 | 108 | | 6-1-5. Changes in registration -- Filing notice of change. 28 |
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| 109 | 109 | | (a) A notice of change shall be filed with the secretary of state when a change occurs in: 29 |
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| 110 | 110 | | (1) The true and real name of a person conducting a business with a trade name registered 30 |
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| 111 | 111 | | under this chapter; or 31 |
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| 112 | 112 | | (2) Any mailing address or email address set forth on the registration or any subsequently 32 |
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| 113 | 113 | | filed notice of change; or 33 |
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| 114 | 114 | | (3) An addition, deletion, or any change of person or persons conducting business under 34 |
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| 115 | 115 | | |
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| 116 | 116 | | |
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| 117 | 117 | | LC002092 - Page 4 of 6 |
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| 118 | 118 | | the registered trade name occurs; or 1 |
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| 119 | 119 | | (4) There is a change in the wording or spelling of the trade name since initial registration 2 |
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| 120 | 120 | | or renewal. 3 |
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| 121 | 121 | | (b) A notice of cancellation shall be filed with the secretary of state when use of a trade 4 |
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| 122 | 122 | | name is discontinued. 5 |
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| 123 | 123 | | 6-1-6. Failure to file. 6 |
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| 124 | 124 | | No person or persons carrying on, conducting, or transacting business under any trade name 7 |
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| 125 | 125 | | shall be entitled to maintain any suit in any of the courts of this state until such person or persons 8 |
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| 126 | 126 | | have properly completed the registration as provided for in §§ 6-1-1 and 6-1-2. Failure to complete 9 |
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| 127 | 127 | | this registration shall not impair the validity of any contract or act of such person or persons and 10 |
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| 128 | 128 | | shall not prevent such person or persons from defending any suit in any court of this state. 11 |
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| 129 | 129 | | 6-1-7. Renewal or cancellation. 12 |
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| 130 | 130 | | (a) The secretary of state shall require the annual renewal of trade names and establish a 13 |
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| 131 | 131 | | process for renewing trade names. Any such renewal process shall allow persons to renew their 14 |
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| 132 | 132 | | trade name at the same time they are required to renew their business license, if applicable. 15 |
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| 133 | 133 | | (b) The secretary of state may cancel a person's trade name upon request of the person to 16 |
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| 134 | 134 | | whom the trade name is registered. The secretary of state may also provide for the cancellation of 17 |
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| 135 | 135 | | trade names under circumstances as defined by the municipality by rule or regulation, which may 18 |
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| 136 | 136 | | include failure to renew a trade name under a renewal process as may be established by the secretary 19 |
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| 137 | 137 | | of state under the authority of subsection (a) of this section. 20 |
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| 138 | 138 | | (c)(1) The secretary of state shall make a reasonable effort to notify a person that the 21 |
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| 139 | 139 | | secretary of state intends to cancel the person's trade name. This notice is not required when a 22 |
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| 140 | 140 | | request for cancellation of a trade name is received by the secretary of state from the person to 23 |
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| 141 | 141 | | whom the trade name was registered or the person's authorized representative. The secretary of 24 |
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| 142 | 142 | | state may comply with this subsection either by mailing the notice to the person's last known 25 |
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| 143 | 143 | | address on record with the secretary of state or by providing the notice electronically in lieu of mail. 26 |
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| 144 | 144 | | Such electronic notice may be sent by email to the person's last known email address on record 27 |
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| 145 | 145 | | with the secretary of state. Provided, however, if the secretary of state sends a notice by email and 28 |
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| 146 | 146 | | is notified that the email is undeliverable, the secretary of state shall resend the notice by mail to 29 |
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| 147 | 147 | | the person's last known address on record with the secretary of state. 30 |
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| 148 | 148 | | (2) The secretary of state may cancel a trade name unless, within sixty (60) days of sending 31 |
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| 149 | 149 | | the notice required under this section, the person files the annual renewal outlined in subsection (a) 32 |
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| 150 | 150 | | of this section or meets the other requirements set forth in the cancellation notice as outlined in 33 |
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| 151 | 151 | | subsection (b) of this section. 34 |
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| 152 | 152 | | |
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| 153 | 153 | | |
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| 154 | 154 | | LC002092 - Page 5 of 6 |
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| 155 | 155 | | (d) The secretary of state may remove any canceled trade names from its database of trade 1 |
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| 156 | 156 | | names. 2 |
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| 157 | 157 | | 6-1-8. Restoration statement. 3 |
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| 158 | 158 | | If any person or persons shall have a trade name certificate cancelled by the secretary of 4 |
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| 159 | 159 | | state, the person or persons may file a restoration statement and pay a twenty-five dollar ($25.00) 5 |
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| 160 | 160 | | restoration fee. The restoration statement shall include: 6 |
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| 161 | 161 | | (1) The name under which the business is, or is to be, conducted or transacted; 7 |
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| 162 | 162 | | (2) The true or real full name or names, both the first name and surname, of the person or 8 |
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| 163 | 163 | | persons conducting or transacting the business; 9 |
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| 164 | 164 | | (3) The post office address or addresses of the person or persons conducting the business; 10 |
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| 165 | 165 | | (4) The email address of the person or persons conducting the business; and 11 |
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| 166 | 166 | | (5) The municipality where the business is located; and 12 |
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| 167 | 167 | | (6) The North American Industry Classification System (NAICS) code that best represents 13 |
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| 168 | 168 | | the business activity being conducted. 14 |
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| 169 | 169 | | 6-1-9. Establishment of pilot filing project and transfer of assumed business name 15 |
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| 170 | 170 | | records. 16 |
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| 171 | 171 | | By August 1, 2024, the secretary of state shall establish a database to house all trade name 17 |
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| 172 | 172 | | records. Between August 1, 2024, and September 30, 2024, each municipality shall transfer to the 18 |
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| 173 | 173 | | secretary of state its active assumed business name records to be incorporated into the trade name 19 |
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| 174 | 174 | | database. Between August 1, 2024, and January 1, 2025, a pilot filing project shall be established 20 |
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| 175 | 175 | | allowing trade name registrations to be filed with the secretary of state once the municipality's 21 |
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| 176 | 176 | | records have been transferred and indexed within the secretary of state's database. 22 |
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| 177 | 177 | | SECTION 4. This act shall take effect on January 1, 2025. 23 |
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| 178 | 178 | | ======== |
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| 179 | 179 | | LC002092 |
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| 180 | 180 | | ======== |
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| 181 | 181 | | |
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| 182 | 182 | | |
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| 183 | 183 | | LC002092 - Page 6 of 6 |
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| 184 | 184 | | EXPLANATION |
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| 185 | 185 | | BY THE LEGISLATIVE COUNCIL |
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| 186 | 186 | | OF |
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| 187 | 187 | | A N A C T |
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| 188 | 188 | | RELATING TO COMMERCI AL LAW -- GENERAL REGULATORY P ROVISIONS -- |
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| 189 | 189 | | FILING OF ASSUMED NAME |
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| 190 | 190 | | *** |
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| 191 | 191 | | This act would change the term "assumed name" to "trade name". This act would also 1 |
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| 192 | 192 | | centralize the filing, administration and regulation process to the secretary of state. This act would 2 |
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| 193 | 193 | | also require trade an annual renewal of the trade name. 3 |
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| 194 | 194 | | This act would take effect on January 1, 2025. 4 |
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| 195 | 195 | | ======== |
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| 196 | 196 | | LC002092 |
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| 197 | 197 | | ======== |
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