Bill Text: VA SB1309 | 2017 | Regular Session | Chaptered
Bill Title: Transacting business under assumed name; filing of certificate with clerk of SCC.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Passed) 2017-03-16 - Governor: Acts of Assembly Chapter text (CHAP0594) [SB1309 Detail]
Download: Virginia-2017-SB1309-Chaptered.html
Be it enacted by the General Assembly of Virginia:
1. That §§59.1-69, 59.1-70, and 59.1-74 of the Code of Virginia are amended and reenacted and that the Code of Virginia is amended by adding sections numbered 59.1-70.1 and 59.1-75.1 as follows:
§59.1-69. Certificate required of person transacting business under assumed name.
A. As used in this chapter, unless the context requires a different meaning:
"Commission" means the State Corporation Commission.
"Person" has the meaning prescribed in §1-230.
B. No person, partnership, limited liability company
or corporation shall conduct or transact business in this the
Commonwealth under any assumed or fictitious name unless such person,
partnership, limited liability company or corporation shall sign and
acknowledge a certificate setting forth the name under which such business is
to be conducted or transacted, and the names of each person, partnership,
limited liability company or corporation owning the same, with their respective
post-office and residence addresses (and, (i) when the partnership or limited
liability company is a foreign limited partnership or limited liability
company, the date of the certificate of registration to transact business in
this Commonwealth issued to it by the State Corporation Commission, or (ii)
when the corporation is a foreign corporation, the date of the certificate of
authority to transact business in this Commonwealth issued to it by the State
Corporation Commission), and file the same files in the office of
the clerk of the court in which deeds are recorded in the county or city
wherein the business is to be conducted Commission a certificate of
assumed or fictitious name.
B. C. No person, partnership, limited
liability company or corporation shall use an assumed or fictitious name in
the conduct of its the person's business to intentionally
misrepresent the geographic origin or location of any such the
person or entity.
§59.1-70. Filing a certificate with State Corporation Commission; fee.
A. When business is conducted in this Commonwealth under an
assumed or fictitious name by a limited partnership filing a certificate under
§50-73.11, by a foreign limited partnership required to register with the
Commission under §50-73.54, or by a limited liability company or corporation,
such domestic or foreign limited partnership, limited liability company or
corporation shall file in the office of the clerk of the State Corporation Commission
a copy of the certificate described in §59.1-69, duly attested by the clerk of
the court in which the original is on file. The certificate of assumed
or fictitious name shall be on a form prescribed by the Commission that sets
forth the following:
1. The name of the person who will be conducting business under the assumed or fictitious name;
2. The assumed or fictitious name of the business;
3. Whether the person who will be conducting business under the assumed or fictitious name is an individual or, if not, the type of legal or commercial entity of the person;
4. If the person who will be conducting business under the assumed or fictitious name is an individual, the post office address of the individual's office or residence, which shall include a street address, city or town, state, and zip code;
5. If the person who will be conducting business under the assumed or fictitious name is a domestic or foreign corporation, limited liability company, business trust, or limited partnership authorized by the Commission to transact business in the Commonwealth, the identification number issued by the Commission to the person;
6. If the person who will be conducting business under the assumed or fictitious name is a domestic or foreign partnership that has filed with the Commission a statement of partnership authority or a statement of registration as a registered limited liability partnership that has not been canceled, the identification number issued by the Commission to the partnership;
7. If the person who will be conducting business under the assumed or fictitious name is not subject to subdivision 4, 5, or 6, the post office address of the person's principal place of business, which shall include a street address, city or town, state, and zip code; and
8. The printed name and title of the individual signing the certificate of assumed or fictitious name.
B. The certificate of assumed or fictitious name shall be signed by (i) the individual who will be conducting business under the assumed or fictitious name or (ii) an authorized representative of the person who will be conducting business under the assumed or fictitious name when the person is not an individual.
C. The State Corporation clerk of the
Commission shall charge a ten-dollar fee of $10 for the filing of
a fictitious or an certificate of assumed or fictitious
name.
B. When business is no longer conducted in this
Commonwealth under an assumed or fictitious name by a limited partnership
filing a certificate under §50-73.11, by a foreign limited partnership
required to register with the Commission under §50-73.54, or by a limited
liability company or corporation, the domestic or foreign limited partnership,
limited liability company or corporation may file with the clerk of the State
Corporation Commission a copy of a release certificate, duly attested by the
clerk of the court in which the certificate is on file. The Commission shall
charge a ten-dollar fee for the filing of such certificate.
§59.1-70.1. Certificate of release.
A. When a person is no longer conducting business in the Commonwealth under an assumed or fictitious name on file with the clerk of the Commission, the name may be released by filing a certificate of release of an assumed or fictitious name in the office of the clerk of the Commission that is signed (i) by the individual who conducted business under the assumed or fictitious name, (ii) on behalf of the person who conducted business under the assumed or fictitious name when the person is not an individual, (iii) by a court-appointed fiduciary of the person, or (iv) by the person's successor in interest when the person is not an individual.
B. When a person is no longer conducting business in the Commonwealth under an assumed or fictitious name on file with a circuit court, the name may be released by filing a certificate of release of an assumed or fictitious name with the clerk of the court that is signed and acknowledged by the person, a court-appointed fiduciary of the person, or, when the person is not an individual, the person's successor in interest.
C. The certificate of release of an assumed or fictitious name shall be on a form prescribed by the Commission. The fee to file a certificate of release of an assumed or fictitious name with the clerk of the Commission or with the clerk of the court shall be $10.
§59.1-74. Recordation of certificates and registration of names.
A. The clerk of the court with whom the
a certificate provided for in §59.1-69 of assumed or fictitious
name is filed shall keep a book in which all such certificates
shall be of assumed or fictitious name and certificates of release of an
assumed or fictitious name are recorded, with their date of record, and
shall keep a register in which shall be entered in alphabetical order the name
under which every such business is conducted and the names of every
person owning the same business. The clerk shall be entitled
to a fee of ten dollars for filing and recording such certificate and entering
such names.
B. No license shall be issued by the Commissioner
a commissioner of the Revenue revenue until the a
certificate of assumed or fictitious name has been made and filed (i)
in the office of the clerk of the Commission or (ii) prior to May 1, 2019,
in the clerk's office of the clerk of the court, and evidence of
same produced before him the filing has been provided to the
commissioner of the revenue by the person conducting business under the assumed
or fictitious name.
§59.1-75.1. Penalty for signing false certificate.
A. It is unlawful for any person to sign a certificate the person knows is false in any material respect with intent that the certificate be delivered to the Commission for filing.
B. Any person who violates the provisions of this section is guilty of a Class 1 misdemeanor.
2. That the provisions of this act shall become effective on May 1, 2019.
3. That the provisions of this act (i) shall be applied prospectively only; (ii) shall not affect the validity of any filing made, or other action taken, prior to the effective date of this act with respect to a fictitious or assumed name certificate; and (iii) shall not be construed to require any person who was in compliance with applicable laws regarding fictitious or assumed name certificates prior to the effective date of this act to take any action to comply with the requirements of this act.
