2013 Kentucky Revised Statutes CHAPTER 365 - TRADE PRACTICES 365.015 Certificate of assumed name -- Filing with state and county -- Certificate of withdrawal -- Filing fees.
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365.015 Certificate of assumed name -- Filing with state and county -Certificate of withdrawal -- Filing fees.
(1)
(a)
(b)
(c)
The real name of an individual shall include his or her surname at birth, or
his or her name as changed by a court of competent jurisdiction, or the
surname of a married woman.
The real name of a domestic:
1.
General partnership that is not a limited liability partnership and that
has not filed a statement of partnership authority is that name which
includes the real name of each of the partners;
2.
General partnership that is not a limited liability partnership and that
has filed a statement of partnership authority is the name set forth
on the statement of partnership authority;
3.
General partnership that is a limited liability partnership is the name
stated on the statement of qualification filed pursuant to KRS
362.1-931 or predecessor law;
4.
Limited partnership is that name stated in its certificate of limited
partnership filed pursuant to KRS 362.2-201 or predecessor law;
5.
Business trust or statutory trust is the name set forth in the
declaration of trust;
6.
Corporation is the name set forth in its articles of incorporation;
7.
Limited liability company is the name set forth in its articles of
organization; and
8.
Limited cooperative association is the name set forth in its articles of
association.
The real name of a foreign:
1.
General partnership is the name recognized by the laws of the
jurisdiction under which it is formed as being the real name;
2.
Limited liability partnership is the name stated in its statement of
foreign qualification filed pursuant to KRS 362.1-952 or predecessor
law;
3.
Limited partnership is the name set forth in its certificate of limited
partnership or the fictitious name adopted for use in this
Commonwealth under KRS 14A.3-010 to 14A.3-050 or predecessor
law;
4.
Business trust or statutory trust is the name recognized by the laws
of the jurisdiction under which it is formed as being the real name of
the business trust or statutory trust or the fictitious name adopted for
use in this Commonwealth under Subchapter 3 of KRS Chapter
14A;
5.
Corporation, including a cooperative or association that is
incorporated, is the name set forth in its articles of incorporation or
the fictitious name adopted for use in this Commonwealth under
KRS 14A.3-010 to 14A.3-050 or predecessor law;
6.
Limited liability company is the name set forth in its articles of
(2)
(3)
(4)
organization or the fictitious name adopted for use in this
Commonwealth under KRS 14A.3-010 to 14A.3-050 or predecessor
law; and
7.
Limited cooperative association is the name set forth in its articles of
association or the fictitious name adopted for use in this
Commonwealth under KRS 14A.3-010 to 14A.3-050 or predecessor
law.
(a) No individual, general partnership, limited partnership, business or
statutory trust, corporation, limited liability company, or limited cooperative
association shall conduct or transact business in this Commonwealth
under an assumed name or any style other than his, her, or its real name,
as defined in subsection (1) of this section, unless such individual,
general partnership, limited partnership, business or statutory trust,
corporation, limited liability company, or limited cooperative association
has filed a certificate of assumed name;
(b) The certificate shall state the assumed name under which the business
will be conducted or transacted, the real name of the individual, general
partnership, limited partnership, business or statutory trust, corporation,
limited liability company, or limited cooperative association and his, or her
or its address, including street and number, if any;
(c) A separate certificate shall be filed for each assumed name;
(d) No certificate to be filed with the Secretary of State shall set forth an
assumed name which is not distinguishable upon the records of the
Secretary of State from any other name previously filed and on record
with the Secretary of State;
(e) The certificate shall be executed for an individual, by the individual, and
otherwise as provided by KRS 14A.2-020.
Each certificate of assumed name for an individual shall be filed with the
county clerk where the person maintains his or her principal place of business.
Each certificate of assumed name for a general partnership, limited
partnership, business or statutory trust, corporation, limited liability company, or
limited cooperative association shall be delivered to the Secretary of State for
filing, accompanied by one (1) exact or conformed copy. One (1) of the exact
or conformed copies stamped as "filed" by the Secretary of State shall be filed
with the county clerk of the county where the entity maintains its registered
agent for service of process or, if no registered agent for service of process is
required, then with the county clerk of the county where the entity maintains its
principal office. If the entity does not maintain a registered agent for service of
process and does not maintain a principal office in this Commonwealth, then
the certificate of assumed name shall be filed only with the Secretary of State.
An assumed name shall be effective for a term of five (5) years from the date
of filing and may be renewed for successive terms upon filing a renewal
certificate within six (6) months prior to the expiration of the term, in the same
manner of filing the original certificate as set out in subsection (3) of this
section. Any certificate in effect on July 15, 1998, shall continue in effect for
five (5) years and may be renewed by filing a renewal certificate with the
Secretary of State.
(5)
Upon discontinuing the use of an assumed name, the certificate shall be
withdrawn by filing a certificate in the office wherein the original certificate of
assumed name was filed. The certificate of withdrawal shall state the assumed
name, the real name and address of the party formerly transacting business
under the assumed name and the date upon which the original certificate was
filed. The certificate of withdrawal shall be signed for an individual by the
individual or his or her agent and otherwise as provided in KRS 14A.2-020.
(6) A general partnership, except a limited liability partnership, shall amend an
assumed name certificate to reflect a change in the identity of partners. The
amendment shall set forth:
(a) The assumed name and date of original filing;
(b) A statement setting out the changes in identity of the partners; and
(c) Shall be signed by at least one (1) partner authorized to do so by the
partners.
(7) The filing of a certificate of assumed name shall not automatically prevent the
use of that name or protect that name from use by other persons.
(8) In the event of the merger or conversion of a partnership, limited partnership,
business or statutory trust, corporation, limited liability company, or limited
cooperative association, any certificate of assumed name filed by a party to a
merger or conversion shall remain in full force and effect, as provided in
subsection (4) of this section, as if originally filed by the business organization
which survives the merger or conversion.
(9) A certificate of assumed name may be amended to revise the real name or the
address of the person or business organization holding the certificate of
assumed name.
(10) A certificate of assumed name, or its amendment or cancellation, shall be
effective on the date it is filed, as evidenced by the Secretary of State's date
and time endorsement on the original document, or at a time specified in the
document as its effective time on the date it is filed. The document may specify
a delayed effective time and date and, if it does so, the document shall become
effective at the time and date specified. If a delayed effective date but no time
is specified, the document shall be effective at the close of business on that
date. A delayed effective date for a document shall not be later than the
ninetieth day after the date it is filed.
(11) The county clerk shall receive a fee pursuant to KRS 64.012 for filing each
certificate, and the Secretary of State shall receive a fee of twenty dollars ($20)
for filing each certificate, amendment, and renewal certificate.
(12) A series entity, as defined in KRS 14A.1-070, may, on behalf of any series
thereof, file a certificate of assumed name. The certificate shall provide that the
assumed name is adopted on behalf of a series of the series entity and not on
behalf of the series entity itself, but the certificate of assumed name shall be
recorded on the records of the Secretary of State as being that of the series
entity.
Effective:July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 125, effective July 12, 2012; and ch.
160, sec. 131, effective July 12, 2012. -- Repealed and reenacted 2010 Ky. Acts
ch. 51, sec. 163, effective July 15, 2010; amended ch. 133, sec. 71, effective
January 1, 2011; and amended ch. 151, sec. 134, effective January 1, 2011. -Amended 2007 Ky. Acts ch. 137, sec. 163, effective June 26, 2007. -- Amended
2006 Ky. Acts ch. 149, sec. 236, effective July 12, 2006. -- Amended 2001 Ky.
Acts ch. 119, sec. 16, effective July 1, 2001. -- Amended 1998 Ky. Acts ch. 341,
sec. 56, effective July 15, 1998. -- Amended 1988 Ky. Acts ch. 23, sec. 189,
effective January 1, 1989; ch. 187, sec. 4, effective July 15, 1988; and ch. 284,
sec. 64, effective July 15, 1988. -- Amended 1986 Ky. Acts ch. 204, sec. 11,
effective July 15, 1986; and ch. 522, sec. 1, effective July 15, 1986. -- Amended
1980 Ky. Acts ch. 294, sec. 10, effective July 15, 1980. -- Amended 1978 Ky.
Acts ch. 84, sec. 12, effective June 17, 1978; and ch. 384, sec. 492, effective
June 17, 1978. -- Amended 1976 Ky. Acts ch. 27, sec. 17. -- Created 1974 Ky.
Acts ch. 287, sec. 1.
Legislative Research Commission Note (7/12/2012). This statute was amended
by 2012 Ky. Acts chs. 81 and 160. Where these Acts are not in conflict, they
have been codified together. Where a conflict exists, Acts ch. 160, which was
last enacted by the General Assembly, prevails under KRS 446.250.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51,
sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this
Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137
shall be deemed effective as of July 26, 2007, and those provisions are hereby
made expressly retroactive to that date, with the remainder of the text of those
sections being unaffected by the provisions of this section."
Legislative Research Commission Note (7/15/2010). This section was amended
by 2010 Ky. Acts chs. 133, and 151, and repealed and reenacted by 2010 Ky.
Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the
General Assembly that the repeal and reenactment not serve to void the
amendments, and these Acts do not appear to be in conflict; therefore, they
have been codified together.
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