2016 Kentucky Revised Statutes CHAPTER 365 - TRADE PRACTICES .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;
8.
Limited cooperative association is the name set forth in its articles of
association; and
9.
Unincorporated nonprofit association that has filed a certificate of
association is the name set forth in the certificate of association and, if
no certificate of association has been filed, the name under which the
unincorporated nonprofit association generally acts.
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,
(2)
(3)
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.3050 or predecessor law;
6.
Limited liability company is the name set forth in its articles of
organization or the fictitious name adopted for use in this
Commonwealth under KRS 14A.3-010 to 14A.3-050 or predecessor
law;
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; and
8.
Unincorporated nonprofit association is the name recognized by the laws
of the jurisdiction under which it is organized as being the real name.
(a) No individual, general partnership, limited partnership, business or statutory
trust, corporation, limited liability company, limited cooperative association,
or unincorporated nonprofit association that has filed a certificate of
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, limited cooperative association, or unincorporated nonprofit
association that has filed a certificate of 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, limited cooperative association, or unincorporated nonprofit
association that has filed a certificate of association and his, 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.
(4) 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: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 59, effective June 24, 2015. -- 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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