CORPORATE TRANSACTIONS & COMPLIANCE BLOG

It’s Now Easier to Register and Maintain Assumed Names in NC and VA

By: Teri Mayor, COGENCY GLOBAL INC. on Thu, Jun 13, 2019

North Carolina and Virginia are changing how businesses manage registration and renewal of assumed names.

Compliance_Legislation_Regulation_Assumed_Names_Registration_RenewalAssumed name compliance is often a complicated matter due to wide variations in state requirements. However, North Carolina and Virginia have a number of things in common regarding the registration of assumed names:

  • Both states require voluntary assumed names to be filed at the county level where the company is engaged in business under those assumed names.
  • Neither state requires ongoing renewal filings to maintain an assumed name.
  • Neither state prevents an assumed name from being registered, if that name is already on file. (Although, those rules may vary at the county level.)

In the past few years, both states have updated legislation on how assumed names are filed in their state. 

North Carolina: Assumed Business Names Act

Effective December 1st, 2017, Article 14A, the Assumed Business Names Act, replaced the former Article 14, Business Under Assumed Name Regulated, of North Carolina’s General Statutes. Article 14A instituted the following changes:

  • The Assumed Name Business Certificate Form, used to register assumed names, no longer needs to be notarized.
  • Companies no longer have to file in every county where they are using the assumed name, but may file in one county, listing on the filing all the counties where the assumed name is in use. The company may include up to 5 assumed business names on a certificate form.
  • The creation of a centralized statewide database of assumed name information. While the Register of Deeds continues to index the certificate, they are responsible for forwarding that information to the Secretary of State within 30 days of the filing of the certificate.

Here’s the catch.

Only assumed names filed under the new act, Article 14A, are included in this centralized database. If your company is continuing to use an assumed name currently filed in a North Carolina county under the previous law, you will need to re-file. All assumed names filed under the old Article 14 will expire on December 1st, 2022.

Keep in mind that a person listed as ‘owner’ must file under the new law before December 1st, 2022 if any of the information in the original certificate has changed. For general partnerships, this includes the withdrawal or addition of a partner.

If a company merely wishes to withdraw an assumed name filed under the old Article 14, they may still file a Certificate of Withdrawal per Section G.S. 66-68(f). These filings will not be added to the central database maintained by the Secretary of State.

Virginia: Transacting Business Under Assumed Name

Currently, per Chapter 5 of the Code of Virginia, Certificates of Assumed Name are filed at the Clerk of the Court in the city or county where business is to be conducted. Following that filing, a ‘registered entity’, such as a corporation, limited liability company or a partnership, must file a certified copy of the certificate with the State Corporation Commission.

Effective January 1st, 2020, Certificates of Assumed Name will be filed directly with the State Corporation Commission. The certificates must include:

  • Assumed name to be used.
  • Names and addresses of each person or company owning the name.
  • The type of entity that owns the name, or whether it is owned by an individual.
  • If the assumed name’s owner is an entity registered with the State Corporation Commission, its Virginia identification number assigned upon registration. If the owner of the assumed name is not registered with the State Corporation Commission, the address of the principal place of business.
  • Signature by the authorized representative of the company or individual conducting business under the assumed name.

Once filed, assumed name certificates will still not need to be renewed. Entities (or individuals) may still be able to release assumed names by filing a Certificate of Release of an Assumed or Fictitious Name with the clerk of the State Corporation Commission, or with the Clerk of the Court for names filed with the court before January 1st, 2020.

Three Cheers for Simplification

Companies using voluntary assumed names across a number of states must grapple with a great many variations in the state statutory requirements for both initial assumed name registration and renewal. Removing even some of the complexity involved with assumed name compliance is a welcomed change.

The laws in North Carolina and Virginia simplify requirements for companies doing business in a number of locations within those states. Companies will no longer be required to submit multiple registrations at various offices. Instead, a single registration will cover multiple locations.

If you have assumed names registered in multiple states – not just North Carolina and Virginia, it might be worthwhile to have a service company manage assumed name compliance for you.

 

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice. 

Topics: Company Formation and Filing Considerations