2024 -- S 2739 SUBSTITUTE A AS AMENDED | |
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LC005251/SUB A | |
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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 | |
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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: | |
1 | SECTION 1. The title of Chapter 6-1 of the General Laws entitled "Filing of Assumed |
2 | Name" is hereby amended to read as follows: |
3 | CHAPTER 6-1 |
4 | Filing of Assumed Name |
5 | CHAPTER 6-1 |
6 | FILING OF TRADE NAME |
7 | SECTION 2. Sections 6-1-1, 6-1-2 and 6-1-3 of the General Laws in Chapter 6-1 entitled |
8 | "Filing of Assumed Name" are hereby amended to read as follows: |
9 | 6-1-1. Filing of business name required. Filing of business trade name requirements. |
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 the office of the |
14 | town or city clerk in the town or city in which the person or persons conduct or transact, or intend |
15 | to conduct or transact, business, a secretary of state an executed application for a trade name |
16 | certificate stating the: |
17 | (1) The name under which the business is, or is to be, conducted or transacted, and the; |
18 | (2) The true or real full name or names, both the first name and surname, of the person or |
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1 | persons conducting or transacting the business, with the; |
2 | (3) The post office address or addresses of the person or persons applying for the trade |
3 | name certificate; and the |
4 | (4) The email address of the person or persons applying for the trade name certificate.; |
5 | (5) The municipality where the business is located; and |
6 | (6) The North American Industry Classification System (NAICS) code that best represents |
7 | the business activity to be conducted. |
8 | (b) The trade name shall be distinguishable upon the records of the trade name registry |
9 | from the name of any trade name on file within the municipality where the business is located, |
10 | subject to the following: |
11 | (1) This provision does not apply if the applicant files with the secretary of state a certified |
12 | copy of a final decree of a court of competent jurisdiction establishing the prior right of the |
13 | applicant to the use of the name in this state. |
14 | (2) The trade name may be the same as the name of a trade name registration which has |
15 | been cancelled by the secretary of state as permitted by this chapter and a restoration statement has |
16 | not filed within one year from the date of the cancellation. |
17 | (c) Whenever this chapter requires a certificate to be executed and acknowledged, such |
18 | requirement is satisfied by the signature, without more, of the individual or individuals signing the |
19 | application, in which case such signature or signatures constitute the affirmations or |
20 | acknowledgment of the signatory, under penalties of perjury, that the application is that individual's |
21 | act and deed and that the facts stated therein are true. |
22 | 6-1-2. Indexes — Filing fee — Certified copies as evidence. |
23 | The several town and city clerks of this secretary of state shall keep alphabetical indexes |
24 | an online register of all persons filing certificates and of all names or styles assumed, referred to in |
25 | this chapter, and, for the indexing and filing of the certificates, the town and city clerks shall receive |
26 | for the benefit of the town or city a fee of ten dollars ($10.00) each secretary of state shall charge |
27 | and collect a fee of twenty dollars ($20.00). A copy of the certificate, duly certified to by the town |
28 | or city clerk in whose office the certificate shall be filed, secretary of state shall be presumptive |
29 | evidence in all courts in this state of the facts contained in the certificate. The secretary of state |
30 | shall charge and collect twenty dollars ($20.00) for the issuance of a letter of status. |
31 | 6-1-3. Corporations — Partnership names. |
32 | This chapter shall in no way affect or apply to any a duly registered or qualified, domestic |
33 | or foreign corporation, nonprofit corporation, limited liability company, limited liability |
34 | partnership, limited liability limited partnership or limited partnership duly organized under the |
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1 | laws of this state, or to any corporation or limited partnership organized under the laws of any other |
2 | state and lawfully doing business in this state, or to any partnership or joint venture, the name or |
3 | designation of which includes the true or real surname of at least one individual who is a partner or |
4 | joint venturer. |
5 | SECTION 3. Chapter 6-1 of the General Laws entitled "Filing of Assumed Name" is |
6 | hereby amended by adding thereto the following sections: |
7 | 6-1-1.1. Definitions. |
8 | For purposes of this chapter, the following definitions apply: |
9 | (1) "Business" means an occupation, profession, or employment engaged in for the purpose |
10 | of seeking a profit. |
11 | (2) "Department" means the department of state. |
12 | (3) "Distinguishable upon the record" means the standard used by the department of state |
13 | in its name availability guidelines for domestic entities. |
14 | (4) "Electronic transmission" means any form of communication, not directly involving |
15 | the physical transmission of paper, that creates a record that may be retained, retrieved, and |
16 | reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a |
17 | recipient through an automated process. |
18 | (5) "Filing" means delivered to the secretary of state in either paper format or electronic |
19 | transmission through a medium provided and authorized by the secretary of state. |
20 | (6) "Municipality" means and includes any city or town within the state. |
21 | (7) "Person" means any individual, partnership, limited liability company, or corporation |
22 | conducting or having an interest in a business in the state. |
23 | (8) "Signature" or "signed" or "executed" means an original signature, facsimile, or an |
24 | electronically transmitted signature submitted through a medium provided and authorized by the |
25 | secretary of state. |
26 | (9) "Trade name" means a word(s) or names(s), or any combination of a word(s) or |
27 | name(s), used by a person to identify the person's business which: |
28 | (i) Is not, or does not include, the true and real name of all persons conducting the business; |
29 | or |
30 | (ii) Includes words which suggest additional parties of interest such as "company," "and |
31 | sons," or "and associates." |
32 | (10) "True and real name" means: |
33 | (i) The last name of an individual coupled with the first name, middle names, initials, or |
34 | any combination thereof; or |
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1 | (ii) The designation or identifying name by which an individual is best known and called |
2 | in the business community where that individual transacts business, if this designation or |
3 | identifying name is used as that individual's legal signature. |
4 | 6-1-5. Changes in registration -- Filing notice of change. |
5 | (a) A notice of change shall be filed with the secretary of state when a change occurs in: |
6 | (1) The true and real name of a person conducting a business with a trade name registered |
7 | under this chapter; or |
8 | (2) Any mailing address or email address set forth on the registration or any subsequently |
9 | filed notice of change; or |
10 | (3) An addition, deletion, or any change of person or persons conducting business under |
11 | the registered trade name occurs; or |
12 | (4) There is a change in the wording or spelling of the trade name since initial registration |
13 | or renewal. |
14 | (b) A notice of cancellation shall be filed with the secretary of state when use of a trade |
15 | name is discontinued. |
16 | 6-1-6. Failure to file. |
17 | No person or persons carrying on, conducting, or transacting business under any trade name |
18 | shall be entitled to maintain any suit in any of the courts of this state until such person or persons |
19 | have properly completed the registration as provided for in §§ 6-1-1 and 6-1-2. Failure to complete |
20 | this registration shall not impair the validity of any contract or act of such person or persons and |
21 | shall not prevent such person or persons from defending any suit in any court of this state. |
22 | 6-1-7. Renewal or cancellation. |
23 | (a) The secretary of state shall require the annual renewal of trade names and establish a |
24 | process for renewing trade names. Any such renewal process shall allow persons to renew their |
25 | trade name at the same time they are required to renew their business license, if applicable. |
26 | (b) The secretary of state may cancel a person's trade name upon request of the person to |
27 | whom the trade name is registered. The secretary of state may also provide for the cancellation of |
28 | trade names under circumstances as defined by the secretary of state by rule or regulation, which |
29 | may include failure to renew a trade name under a renewal process as may be established by the |
30 | secretary of state under the authority of subsection (a) of this section. |
31 | (c) The secretary of state shall make a reasonable effort to notify a person that the secretary |
32 | of state intends to cancel the person's trade name. This notice is not required when a request for |
33 | cancellation of a trade name is received by the secretary of state from the person to whom the trade |
34 | name was registered or the person's authorized representative. |
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1 | (1) The secretary of state may comply with this subsection either by mailing the notice to |
2 | the person's last known address on record with the secretary of state or by providing the notice |
3 | electronically in lieu of mail. Such electronic notice may be sent by email to the person's last known |
4 | email address on record with the secretary of state. Provided, however, if the secretary of state |
5 | sends a notice by email and is notified that the email is undeliverable, the secretary of state shall |
6 | resend the notice by mail to the person's last known address on record with the secretary of state. |
7 | (2) The secretary of state may cancel a trade name unless, within sixty (60) days of sending |
8 | the notice required under this section, the person files the annual renewal outlined in subsection (a) |
9 | of this section or meets the other requirements set forth in the cancellation notice as outlined in |
10 | subsection (b) of this section. |
11 | (d) The secretary of state may remove any canceled trade names from its database of trade |
12 | names. |
13 | 6-1-8. Restoration statement. |
14 | (a) If any person or persons shall have a trade name certificate cancelled by the secretary |
15 | of state, the person or persons may file a restoration statement and pay a twenty-five dollar ($25.00) |
16 | restoration fee. The restoration statement shall include: |
17 | (1) The name under which the business is, or is to be, conducted or transacted; |
18 | (2) The true or real full name or names, both the first name and surname, of the person or |
19 | persons conducting or transacting the business; |
20 | (3) The post office address or addresses of the person or persons conducting the business; |
21 | (4) The email address of the person or persons conducting the business; and |
22 | (5) The municipality where the business is located; and |
23 | (6) The North American Industry Classification System (NAICS) code that best represents |
24 | the business activity being conducted. |
25 | (b) If, as permitted by the provisions of this chapter, another person has filed a trade name |
26 | that is not distinguishable upon the records of the secretary of state from the trade name to which |
27 | the certificate of cancellation is proposed to be restored, then the secretary of state shall condition |
28 | the restoration of the certificate of cancellation upon the person or persons amending their |
29 | registration to comply with the provisions of this chapter with respect to the use of a name available |
30 | to them under this chapter. |
31 | 6-1-9. Establishment of database and transfer of assumed business name records. |
32 | By August 1, 2025, the secretary of state shall establish a database to house all trade name |
33 | records. Between August 1, 2025, and September 30, 2025, each municipality shall transfer to the |
34 | secretary of state its active assumed business name records to be incorporated into the trade name |
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1 | database. Trade name registrations shall be filed with the secretary of state commencing when the |
2 | municipality's records have been transferred and indexed within the secretary of state's database |
3 | and no later than January 1, 2026. |
4 | SECTION 4. This act shall take effect on January 1, 2025. |
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LC005251/SUB A | |
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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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1 | This act would change the term "assumed name" to "trade name" and would centralize the |
2 | filing, administration and regulation process of trade names to the secretary of state. This act would |
3 | also require an annual renewal of the trade name. |
4 | This act would take effect on January 1, 2025. |
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LC005251/SUB A | |
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