2005 Nevada Revised Statutes - Chapter 602 — Doing Business Under Assumed or Fictitious Name

CHAPTER 602 - DOING BUSINESS UNDER ASSUMEDOR FICTITIOUS NAME

NRS 602.010 Filingof certificate with county clerk.

NRS 602.017 Limitationson adoption of certain fictitious names.

NRS 602.020 Contentsand requirements of certificate and renewal certificate.

NRS 602.030 Timefor filing certificate.

NRS 602.035 Authorityof county to provide for expiration of certificate; filing of renewalcertificate; notice to persons who have filed certificates.

NRS 602.040 Filingof new certificate.

NRS 602.050 Indexof assumed or fictitious names: Maintenance by county clerk; contents.

NRS 602.055 Certificateof termination.

NRS 602.060 Certifiedcopies of certificate and register entries prima facie evidence.

NRS 602.070 Commencementof action barred when certificate not filed.

NRS 602.080 Applicabilityof chapter to certain partnerships.

NRS 602.085 Applicabilityof chapter to natural persons.

NRS 602.090 Penalty.

_________

NRS 602.010 Filingof certificate with county clerk.

1. Every person doing business in this state under anassumed or fictitious name that is in any way different from the legal name ofeach person who owns an interest in the business must file with the countyclerk of each county in which the business is being conducted a certificatecontaining the information required by NRS602.020.

2. A person intending to conduct a business under anassumed or fictitious name may, before initiating the conduct of the business,file a certificate with the county clerk of each county in which the businessis intended to be conducted.

[Part 1:156:1923; NCL 4450](NRS A 1969, 67; 1973,545; 1993, 1022; 2001,810; 2003, 3190)

NRS 602.017 Limitationson adoption of certain fictitious names.

1. No person may adopt any fictitious name whichincludes Corporation, Corp., Incorporated or Inc. in its title, unlessthat person is a corporation organized or qualified to do business pursuant tothe laws of this State.

2. No person may adopt any fictitious name whichincludes Limited-Liability Company, Limited Liability Company, LimitedCompany or the abbreviation L.L.C., L.C., LLC or LC in its title,unless that person is a limited-liability company organized or registered to dobusiness pursuant to the laws of this State.

3. No person may adopt any fictitious name whichincludes Business Trust or the abbreviation B.T. or BT in its title,unless that person is a business trust organized or registered to do businesspursuant to the laws of this State.

4. No person may adopt any fictitious name whichincludes Professional Corporation or the abbreviation Prof. Corp., P.C.or PC or the word Chartered or the abbreviation Chtd. in its title,unless that person is a professional corporation organized to do businesspursuant to the laws of this State.

5. No person may adopt any fictitious name whichincludes Professional Association, Professional Organization or theabbreviation Prof. Assn or Prof. Org. in its title, unless that person isa professional association organized to do business pursuant to the laws ofthis State.

6. No person may adopt any fictitious name whichincludes Limited or the abbreviation Ltd. in its title, unless that personis a corporation, limited-liability company, registered limited-liabilitypartnership, limited partnership or professional corporation organized,qualified or registered to do business pursuant to the laws of this State.

7. No natural person may adopt any fictitious namewhich appears to be the name of a natural person unless the name includes anadditional word or words which indicate that the fictitious name is not thename of a natural person.

8. No county clerk may accept for filing a certificatewhich violates any provision of this chapter.

(Added to NRS by 1981, 240; A 2005, 2209)

NRS 602.020 Contentsand requirements of certificate and renewal certificate.

1. A certificate filed pursuant to NRS 602.010 or a renewal certificate filedpursuant to NRS 602.035 must state theassumed or fictitious name under which the business is being conducted or isintended to be conducted, and if conducted by:

(a) A natural person:

(1) His full name;

(2) The street address of his residence orbusiness; and

(3) If the mailing address is different from thestreet address, the mailing address of his residence or business;

(b) An artificial person required to make annualfilings with the Secretary of State to retain its good standing:

(1) Its name as it appears in the records of theSecretary of State; and

(2) Its mailing address;

(c) A general partnership:

(1) The full name of each partner who is anatural person;

(2) The street address of the residence orbusiness of each partner who is a natural person;

(3) If the mailing address is different from thestreet address, the mailing address of the residence or business of eachpartner who is a natural person; and

(4) If one or more of the partners is anartificial person described in paragraph (b), the information required byparagraph (b) for each such partner; or

(d) A trust:

(1) The full name of each trustee of the trust;

(2) The street address of the residence orbusiness of each trustee of the trust; and

(3) If the mailing address is different from thestreet address, the mailing address of the residence or business of eachtrustee of the trust.

2. The certificate must be:

(a) Signed:

(1) In the case of a natural person, by him;

(2) In the case of an artificial person requiredto make annual filings with the Secretary of State to retain its good standing,by a person required to sign the annual filing;

(3) In the case of a general partnership, byeach of the partners who is a natural person, and if one or more of thepartners is an artificial person described in subparagraph (2), by an officerof the corporation or a person required to sign the annual filing; or

(4) In the case of a trust, by each of thetrustees; and

(b) Notarized, unless the board of county commissionersof the county adopts an ordinance providing that the certificate may be filedwithout being notarized.

[Part 1:156:1923; NCL 4450] + [2:156:1923; NCL 4451](NRS A 1969, 67; 1993, 1022; 2001, 810; 2003, 3191)

NRS 602.030 Timefor filing certificate. The certificate mustbe filed no later than 1 month after the commencement of business under anassumed or fictitious name.

[Part 3:156:1923; NCL 4452](NRS A 1969, 67; 1973,545; 1993, 1023)

NRS 602.035 Authorityof county to provide for expiration of certificate; filing of renewalcertificate; notice to persons who have filed certificates.

1. The board of county commissioners of a county mayprovide, by ordinance, that a certificate filed with the county clerk pursuantto NRS 602.010 expires 5 years after itis filed.

2. If such an ordinance is adopted, on or before theexpiration of the certificate, the person doing business in the county under anassumed or fictitious name that does not indicate the real name of each personwho owns an interest in the business must file a renewal certificate containingthe information required by NRS 602.020with the county clerk.

3. A renewal certificate filed pursuant to thissection:

(a) Expires 5 years after it is filed with the countyclerk.

(b) Must include a statement indicating that therenewal certificate expires 5 years after the date on which it is filed withthe county clerk.

4. Upon the adoption of such an ordinance, the countyclerk shall notify those persons who have filed certificates in the countypursuant to NRS 602.010 that they arerequired to renew those certificates pursuant to the provisions of this sectionby:

(a) Publishing such notice in a newspaper of generalcirculation in the county; and

(b) Mailing such notice to the last known address ofthose persons.

(Added to NRS by 2001, 810; A 2003, 3192)

NRS 602.040 Filingof new certificate. On every change in thepartners of a general partnership or trustee of a trust doing business under anassumed or fictitious name, a new certificate containing the informationrequired by NRS 602.020 must be filedwith the county clerk within 1 month after such change.

[4:156:1923; NCL 4453](NRS A 1973, 545; 1993,1023)

NRS 602.050 Indexof assumed or fictitious names: Maintenance by county clerk; contents. Every county clerk shall keep, in alphabetical order, in abook or other suitable index provided for that purpose, a register of all theassumed or fictitious names as shown in the certificates filed pursuant to thischapter, together with the following information shown in the certificate foreach assumed or fictitious name:

1. The name of each natural person, artificial person,general partner or trustee conducting the business under such name.

2. The mailing or street address.

[5:156:1923; A 1955, 16](NRS A 1969, 67; 1977, 468;1981, 1795; 1991, 1323; 2003, 3192)

NRS 602.055 Certificateof termination.

1. Any person who has filed a certificate may, uponthe termination of the business or his ownership in it, file with the countyclerk where the certificate is on file a certificate of termination statingthat the person who filed the certificate has terminated the business beingconducted under the assumed or fictitious name or his ownership in it and thedate of the termination.

2. The certificate of termination must be notarizedand signed in the same manner as required by NRS602.020, except that it is sufficient if signed in the case of a generalpartnership by only one partner or in the case of a trust by only one trustee.

3. Upon the filing of a certificate of termination,the county clerk shall note the termination in the book or other suitable indexrequired by NRS 602.050.

(Added to NRS by 1993, 1021; A 2001, 811)

NRS 602.060 Certifiedcopies of certificate and register entries prima facie evidence. A copy of the certificate so filed and copies of theentries in the county clerks register, when duly certified by the county clerkas true and correct, shall be prima facie evidence of the facts stated thereinand admissible in evidence in all courts of this state.

[6:156:1923; NCL 4455]

NRS 602.070 Commencementof action barred when certificate not filed. Noaction may be commenced or maintained by any person, mentioned in NRS 602.010, or by an assignee of such aperson, upon or on account of any contract made or transaction had under theassumed or fictitious name, or upon or on account of any cause of actionarising or growing out of the business conducted under that name, unless beforethe commencement of the action the certificate required by NRS 602.010 has been filed.

[7:156:1923; A 1925, 44; NCL 4456](NRS A 1969, 68;1973, 545; 1993, 1023)

NRS 602.080 Applicabilityof chapter to certain partnerships. Limitedpartnerships formed and foreign limited partnerships registered pursuant to chapter 88 of NRS are not required to comply withthe provisions of this chapter.

[10:156:1923; NCL 4459](NRS A 1969, 68; 1973, 546;1987, 376; 2001, 812)

NRS 602.085 Applicabilityof chapter to natural persons. The provisionsof this chapter do not authorize a natural person to change his name pursuantto this chapter, and a natural person who desires to change his name mustcomply with the procedures set forth in NRS41.270, 41.280 and 41.290.

(Added to NRS by 2005, 2209)

NRS 602.090 Penalty. A person doing business in this state without complyingwith the requirements of this chapter or having falsely filed a certificate oftermination, is guilty of a misdemeanor.

[8:156:1923; NCL 4457](NRS A 1969, 68; 1993, 1023)