Kentucky Statutes 365.015 – Certificate of assumed name — Filing with state and county — Certificate of withdrawal — Filing fees
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(1) (a) 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.
(b) 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.
(c) 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 KRS § 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 KRS § 14A.3-
050 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 KRS § 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 KRS § 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.
(2) (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.
(3) 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.
(b) The real name of a domestic:
Terms Used In Kentucky Statutes 365.015
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Business trust: includes , except when utilized in KRS Chapter 386, a "statutory trust" as organized under KRS Chapter 386A. See Kentucky Statutes 446.010
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Domestic: when applied to a corporation, partnership, business trust, or limited liability company, means all those incorporated or formed by authority of this state. See Kentucky Statutes 446.010
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
- Statute: A law passed by a legislature.
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.
(c) 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 KRS § 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 KRS § 14A.3-
050 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 KRS § 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 KRS § 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.
(2) (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.
(3) 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.