2024 -- S 2739

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LC005251

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2024

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A N   A C T

RELATING TO COMMERCIAL LAW -- GENERAL REGULATORY PROVISIONS --

FILING OF ASSUMED NAME

     

     Introduced By: Senators Quezada, Mack, Zurier, Lauria, Tikoian, and Ujifusa

     Date Introduced: March 08, 2024

     Referred To: Senate Commerce

     (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. Filing of business trade name requirements.

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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 secretary of state an executed application for a trade name

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certificate stating the:

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

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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, with the;

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     (3) The post office address or addresses of the person or persons applying for the trade

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name certificate; and the

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     (4) The email address of the person or persons applying for the trade name certificate.;

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     (5) The municipality where the business is located; and

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     (6) The North American Industry Classification System (NAICS) code that best represents

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the business activity to be conducted.

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     (b) 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 business is located,

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subject to the following:

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     (1) This provision does not apply if the applicant files with the secretary of state a certified

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copy of a final decree of a court of competent jurisdiction establishing the prior right of the

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applicant to the use of the name in this state.

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     (2) The trade name may be the same as the name of a trade name registration which has

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been cancelled by the secretary of state as permitted by this chapter and a restoration statement has

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not filed within one year from the date of the cancellation.

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

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requirement is satisfied by the signature, without more, of the individual or individuals signing the

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application, in which case such signature or signatures constitute the affirmations or

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acknowledgment of the signatory, under penalties of perjury, that the application is that individual's

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act and deed 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 secretary of state shall charge

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and collect a fee of twenty dollars ($20.00). A copy of the certificate, duly certified to by the town

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or city clerk in whose office the certificate shall be filed, secretary of state shall be presumptive

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

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shall charge and collect twenty dollars ($20.00) for the issuance of a letter of status.

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     6-1-3. Corporations — Partnership names.

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

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or foreign corporation, nonprofit corporation, limited liability company, limited liability

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partnership, limited liability limited partnership or limited partnership duly organized under the

 

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

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state and lawfully doing business in this state, or to any partnership or joint venture, the name or

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designation of which includes the true or real surname of at least one individual who is a partner or

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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) "Distinguishable upon the record" means the standard used by the department of state

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in its name availability guidelines for domestic entities.

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     (4) "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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     (5) "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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     (6) "Municipality" means and includes any city or town within the state.

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     (7) "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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     (8) "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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     (9) "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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     (10) "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 shall be filed with the secretary of state 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; or

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     (3) 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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     (4) 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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     (b) A notice of cancellation shall be filed with the secretary of state when use of a trade

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name is discontinued.

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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 §§ 6-1-1 and 6-1-2. Failure to complete

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

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shall 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 secretary of state shall require the annual renewal of trade names and establish a

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process for renewing trade names. Any such renewal process shall 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 secretary of state may cancel a person's trade name upon request of the person to

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whom the trade name is registered. The secretary of state may also provide for the cancellation of

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trade names under circumstances as defined by the secretary of state by rule or regulation, which

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may include failure to renew a trade name under a renewal process as may be established by the

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secretary of state under the authority of subsection (a) of this section.

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     (c) The secretary of state shall make a reasonable effort to notify a person that the secretary

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

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cancellation of a trade name is received by the secretary of state from the person to whom the trade

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name was registered or the person's authorized representative.

 

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     (1) The secretary of state may comply with this subsection either by mailing the notice to

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the person's last known address on record with the secretary of state or by providing the notice

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electronically in lieu of mail. Such electronic notice may be sent by email to the person's last known

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email address on record with the secretary of state. Provided, however, if the secretary of state

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sends a notice by email and is notified that the email is undeliverable, the secretary of state shall

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resend the notice by mail to the person's last known address on record with the secretary of state.

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

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the notice required under this section, the person files the annual renewal outlined in subsection (a)

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of this section or meets the other requirements set forth in the cancellation notice as outlined in

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subsection (b) of this section.

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     (d) The secretary of state 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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     (a) If any person or persons shall have a trade name certificate cancelled by the secretary

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of state, the person or persons may file a restoration statement and pay a twenty-five dollar ($25.00)

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restoration 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 municipality where the business is located; and

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     (6) The North American Industry Classification System (NAICS) code that best represents

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the business activity being conducted.

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     (b) If, as permitted by the provisions of this chapter, another person has filed a trade name

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that is not distinguishable upon the records of the secretary of state from the trade name to which

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the certificate of cancellation is proposed to be restored, then the secretary of state shall condition

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the restoration of the certificate of cancellation upon the person or persons amending their

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registration to comply with the provisions of this chapter with respect to the use of a name available

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to them under this chapter.

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     6-1-9. Establishment of pilot filing project and transfer of assumed business name

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records.

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     By August 1, 2025, the secretary of state shall establish a database to house all trade name

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records. Between August 1, 2025, and September 30, 2025, each municipality shall transfer to the

 

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secretary of state its active assumed business name records to be incorporated into the trade name

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database. Between August 1, 2025, and the effective date of this section, a pilot filing project shall

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be established allowing trade name registrations to be filed with the secretary of state once the

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municipality's records have been transferred and indexed within the secretary of state's database.

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     SECTION 4. This act shall take effect on January 1, 2026, unless otherwise provided

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herein.

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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 change the term "assumed name" to "trade name" and would centralize the

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filing, administration and regulation process of trade names to the secretary of state. This act would

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also require an annual renewal of the trade name.

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     This act would take effect on January 1, 2026, unless otherwise provided herein.

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LC005251

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