CORPORATE TRANSACTIONS & COMPLIANCE BLOG

The Challenges of Managing Assumed Name Renewals

By: Teri Mayor, COGENCY GLOBAL INC. on Thu, Nov 10, 2016
assumed names renewal.jpg In a recent post, Assumed Names: Spies Aren’t the Only Ones Using Aliases! we discussed the reasons why companies use assumed names and what needs to be done in various states to properly register an assumed name. In many states, the registrations must be renewed on a regular basis to maintain the assumed name. 

Why Registering and Maintaining Assumed Names is Important

It is in a company’s best interest to make sure it registers and maintains any assumed names it is using.  So, in Pennsylvania, for example, an entity that has not registered its assumed (or fictitious) name may not use the courts of Pennsylvania to enforce a contract entered into while using that name until it has registered the name. In that situation, the court can impose a $500 fine.[1]  

In many states, but not all, assumed names are protected, so maintaining the registration helps keep other entities from registering with your name in the state. (It is important not to confuse this with trademarks, which provide a broader level of protection.)

Requirements Vary Substantially From State to State

However, if a company is using assumed names around the country, maintaining these assumed name registrations is not an easy task!  In each state, there are different rules regarding how frequently the name must be renewed, what needs to be done to renew, where you need to file initially, where you need to renew and whether you will be reminded of an upcoming renewal due date. In this post, we’ll review the variations in these requirements for corporations that need to maintain assumed name filings across the U.S. 

Additionally, the picture is sometimes complicated by the concept of “trade name” filings. Trade name filings are sometimes just another name for an assumed name filing and sometimes are a trademark on a name. In our discussion, we are looking at assumed name filings.

When Assumed Name Renewals Are Due

In addition to the states with no assumed name statute, there are 18 states where the assumed name is considered continuous and does not need to be renewed.[2] An assumed name filing in Washington (called a trade name, but it is not a trademark filing) renews as long as the corporation maintains its good standing. However, if the entity loses its good standing, it may need to refile its trade name as well. Other states have various renewal periods that range from every year to every 10 years. When the renewal can be submitted ranges from 30 days before the registration expires to any time during the year the registration expires. 

Filing Assumed Name Renewals

Registrations are generally renewed by filing a renewal form, either online or submitted on paper. Ten states currently have only a paper filing option.[3] Note that certain states have additional recording requirements:

Publication:  In some cases, a company must publish when renewing as well as for the initial filing.

  • California and Minnesota: Renewal must be published if information is amended.
  • Florida: Renewal must be published in the county where company is doing business under the assumed name.

Where to File Assumed Name Renewals

Generally, the assumed name filing is renewed in the same place or places it was initially filed, usually either at the state level corporate registry or with the town or county clerk. In Texas, the initial filing is made both centrally and locally and the filing is not considered to “renew”, rather you must re-file at both the Secretary of State and the county where the principal office is located or at the location of the registered agent (if the principal office is not in Texas) every 10 years.

Will the Company Be Notified When It’s Time to Renew?

Not always! Six states have no process for sending out renewal notifications.[4] For states with county level assumed name filings, the answer can vary depending on the county.  For example, Lincoln County in Nevada has a population of only 5,000 people and does not send out notifications, while heavily populated Clark County does. Other states do send out reminders to the addresses they have on file. In Massachusetts, these filing are considered revenue producers for small towns, so they are good about sending notification in the hopes of getting better compliance. Even when notices are sent, because these filings often only need to be renewed every five years, it is fairly common that the contact address has changed and the notifications are not received. Generally, it is the responsibility of the entity to manage the renewals whether or not they receive a notice.

Centralize Management of Renewals When Using Assumed Names in Multiple States

With so many variations, it’s easy to see how managing renewals can be difficult when a company is using a number of assumed names in a large number of states!  Centralizing the process is highly recommended. Outsourcing to a service company that can assist with the management of these renewals can also be a good idea, eliminating the possibility of difficulties and problems arising if the employee who handles these filings leaves the company.

 

[1] http://www.mbm-law.net/articles/to-file-or-not-to-file-%E2%80%93-fictitious-names/1762/

[2] States where assumed name is not renewed:  AZ, AR, CO, CT, DE, GA, ID, IN, IA, ME, NY, NC, OK, PA, RI, VA, WA, WV

[3] States where only paper filing can be done:  AZ, CA, DC, MD, MA, NE, NH, ND, WI, WY

[4] State where no notification of renewal is sent:  HI, KY, MS, SD, TX, WI

 

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