2022 -- H 7375

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LC004278

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2022

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A N   A C T

RELATING TO COMMERCIAL LAW -- GENERAL REGULATORY PROVISIONS --

FILING OF ASSUMED NAME

     

     Introduced By: Representatives Shanley, Cortvriend, and McGaw

     Date Introduced: February 09, 2022

     Referred To: House Corporations

     (Secretary of State)

It is enacted by the General Assembly as follows:

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     SECTION 1. The title of Chapter 6-1 of the General Laws entitled "Filing of Assumed

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Name" is hereby amended to read as follows:

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CHAPTER 6-1

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Filing of Assumed Name

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CHAPTER 6-1

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FILING OF TRADE NAME

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     SECTION 2. Sections 6-1-1, 6-1-2 and 6-1-3 of the General Laws in Chapter 6-1 entitled

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"Filing of Assumed Name" are hereby amended to read as follows:

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     6-1-1. Filing of business name required.

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     (a) No person or persons shall carry on or conduct or transact business in this state under

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any assumed trade name, or under any designation, name, or style, corporate or otherwise, other

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than the real name or names of the individual or individuals conducting or transacting business,

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unless the person or persons shall file, in person, by mail or electronically with the office of the

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town or city clerk in the town or city in which the person or persons conduct or transact, or intend

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to conduct or transact, business, a an executed certificate stating:

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     (1) Sole proprietorship or general partnership: The the name under which the business is,

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or is to be, conducted or transacted, and the true or real full name or names, both the first name and

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surname, of the person or persons conducting or transacting the business, with the post office

 

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address or addresses of the person or persons. The certificate shall be executed and sworn to by the

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person or persons so conducting or intending to conduct the business, before some person

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authorized to administer oaths, the email address of the person or persons, and the North American

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Industry Classification System (NAICS) code.

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     (2) The trade name shall be distinguishable upon the records of the trade name registry

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from the name of any trade name on file within the municipality where the registration will be

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recorded.

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     (i) For purposes of this chapter, the term "distinguishable upon the record" means the

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standard used by the department of state in its name availability guidelines for domestic entities.

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     (b) Whenever this chapter requires a certificate to be executed and acknowledged, such

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requirement is satisfied by either:

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     (1) The formal acknowledgement by any individual signing the certificate that it is his or

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her act and deed or the act and deed of the corporation, and that the facts stated therein are true.

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This acknowledgement must be made before an individual who is authorized by the law of the

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place of execution to take acknowledgement; or

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     (2) The signature, without more, of the individual or individuals signing the certificate, in

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which case such signature or signatures constitutes the affirmations or acknowledgement of the

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signatory, under penalties of perjury, that the certificate is that individual's act and deed or the act

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and deed of the corporation, and that the facts stated therein are true.

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     6-1-2. Indexes -- Filing fee -- Certified copies as evidence.

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     The several town and city clerks of this secretary of state shall keep alphabetical indexes

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an online register of all persons filing certificates and of all names or styles assumed, referred to in

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this chapter, and, for the indexing and filing of the certificates, the town and city clerks shall receive

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for the benefit of the town or city a fee of ten dollars ($10.00) each. A copy of the certificate, duly

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certified to by the town or city clerk in whose office the certificate shall be filed, shall be

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presumptive evidence in all courts in this state of the facts contained in the certificate.

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     6-1-3. Corporations -- Partnership names.

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     This chapter shall in no way affect or apply to duly registered or qualified, domestic or

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foreign corporation, limited liability company, limited liability partnership, or limited partnership

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duly organized under the laws of this state, or to any corporation or limited partnership organized

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under the laws of any other state and lawfully doing business in this state, or to any partnership or

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joint venture, the name or designation of which includes the true or real surname of at least one

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individual who is a partner or joint venturer.

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     SECTION 3. Chapter 6-1 of the General Laws entitled "Filing of Assumed Name" is

 

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hereby amended by adding thereto the following sections:

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     6-1-1.1. Definitions.

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     For purposes of this chapter, the following definitions apply:

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     (1) "Business" means an occupation, profession, or employment engaged in for the purpose

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of seeking a profit.

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     (2) "Department" means the department of state.

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     (3) "Electronic transmission" means any form of communication, not directly involving

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the physical transmission of paper, that creates a record that may be retained, retrieved, and

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reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a

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recipient through an automated process.

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     (4) "Filing" means delivered to the secretary of state in either paper format or electronic

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transmission through a medium provided and authorized by the secretary of state.

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     (5) "Municipality" means and includes any city or town within the state.

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     (6) "Person" means any individual, partnership, limited liability company, or corporation

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conducting or having an interest in a business in the state.

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     (7) "Signature" or "Signed" or "Executed" means an original signature, facsimile, or an

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electronically transmitted signature submitted through a medium provided and authorized by the

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secretary of state.

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     (8) "Trade name" means a word(s) or names(s), or any combination of a word(s) or

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name(s), used by a person to identify the person's business which:

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     (i) Is not, or does not include, the true and real name of all persons conducting the business;

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or

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     (ii) Includes words which suggest additional parties of interest such as "company," "and

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sons," or "and associates."

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     (9) "True and real name" means:

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     (i) The last name of an individual coupled with the first name, middle names, initials, or

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any combination thereof; or

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     (ii) The designation or identifying name by which an individual is best known and called

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in the business community where that individual transacts business, if this designation or

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identifying name is used as that individual's legal signature.

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     6-1-5. Changes in registration -- Filing notice of change.

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     (a) A notice of change must be filed with the municipality when a change occurs in:

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     (1) The true and real name of a person conducting a business with a trade name registered

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under this chapter; or

 

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     (2) Any mailing address or email address set forth on the registration or any subsequently

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filed notice of change.

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     (b) A notice of cancellation must be filed with the municipality when use of a trade name

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is discontinued.

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     (c) A notice of cancellation, together with a new registration, must be filed before

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conducting or transacting any business when:

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     (1) An addition, deletion, or any change of person or persons conducting business under

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the registered trade name occurs; or

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     (2) There is a change in the wording or spelling of the trade name since initial registration

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or renewal.

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     6-1-6. Failure to file.

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     No person or persons carrying on, conducting, or transacting business under any trade name

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shall be entitled to maintain any suit in any of the courts of this state until such person or persons

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have properly completed the registration as provided for in § 6-1-2. Failure to complete this

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registration shall not impair the validity of any contract or act of such person or persons and shall

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not prevent such person or persons from defending any suit in any court of this state.

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     6-1-7. Renewal or cancellation.

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     (a) The municipality shall require the biennial renewal of trade names and establish a

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process for renewing trade names. Any such renewal process must allow persons to renew their

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trade name at the same time they are required to renew their business license, if applicable.

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     (b) The municipality may cancel a person's trade name upon request of the person the trade

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name is registered to. The municipality may also provide for the cancellation of trade names under

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circumstances as defined by the municipality by rule or regulation, which may include failure to

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renew a trade name under a renewal process as may be established by the municipality under the

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authority of subsection (a) of this section.

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     (c)(1) The municipality shall make a reasonable effort to notify a person that the

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municipality intends to cancel the person's trade name. This notice is not required when a request

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for cancellation of a trade name is received by the municipality from the person the trade name was

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registered to or the person's authorized representative. The municipality may comply with this

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subsection either by mailing the notice to the person's last known address on record with the

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municipality or by providing the notice electronically in lieu of mail. Such electronic notice may

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be sent by email to the person's last known email address on record with the municipality. Provided,

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however, if the municipality sends a notice by email and is notified that the email is undeliverable,

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the municipality shall resend the notice by mail to the person's last known address on record with

 

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the municipality.

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     (2) The municipality may cancel a trade name unless, within sixty (60) days of sending the

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notice required under this subsection, the person notifies the municipality in writing not to cancel

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the person's trade name, files a restoration statement pursuant to § 6-1-8 and pays any applicable

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revival fee.

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     (d) The municipality may remove any canceled trade names from its database of trade

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names.

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     6-1-8. Restoration statement.

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     If any person or persons shall fail to file a biennial report, it may file a restoration statement

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and pay a twenty-five dollar ($25.00) revival fee. The restoration statement shall include:

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     (1) The name under which the business is, or is to be, conducted or transacted;

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     (2) The true or real full name or names, both the first name and surname, of the person or

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persons conducting or transacting the business;

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     (3) The post office address or addresses of the person or persons conducting the business;

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     (4) The email address of the person or persons conducting the business; and

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     (5) The North American Industry Classification System (NAICS) code.

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     SECTION 4. This act shall take effect on January 1, 2024.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO COMMERCIAL LAW -- GENERAL REGULATORY PROVISIONS --

FILING OF ASSUMED NAME

***

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     This act would make amendments necessary to use the term "trade name" rather than

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"assumed name", for purposes of the commercial law chapter on filing an assumed name, and

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provide for the administration and regulation of the use of trade names with a two (2) year renewal

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requirement.

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     This act would take effect on January 1, 2024.

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