2023 -- H 5036

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LC000535

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2023

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A N   A C T

RELATING TO COMMERCIAL LAW--GENERAL REGULATORY PROVISIONS -- FILING

OF ASSUMED NAME

     Introduced By: Representatives Shanley, Cortvriend, and Craven

     Date Introduced: January 11, 2023

     Referred To: House Corporations

     It is enacted by the General Assembly as follows:

     SECTION 1. The title of Chapter 6-1 of the General Laws entitled "Filing of Assumed

Name" is hereby amended to read as follows:

CHAPTER 6-1

Filing of Assumed Name

CHAPTER 6-1

FILING OF TRADE NAME

     SECTION 2. Sections 6-1-1, 6-1-2 and 6-1-3 of the General Laws in Chapter 6-1 entitled

"Filing of Assumed Name" are hereby amended to read as follows:

     6-1-1. Filing of business name required. [Effective January 1, 2023.]

     (a) No person or persons shall carry on or conduct or transact business in this state under

any assumed trade name, or under any designation, name, or style, corporate or otherwise, other

than the real name or names of the individual or individuals conducting or transacting business,

unless the person or persons shall file, in person, by mail or electronically with person, by mail, or

electronically with the office of the town or city clerk in the town or city in which the person or

persons conduct or transact, or intend to conduct or transact, business, a an executed certificate

stating:

     (1) Sole proprietorship or general partnership: The the name under which the business is,

or is to be, conducted or transacted, and the true or real full name or names, both the first name and

surname, of the person or persons conducting or transacting the business, with the post office

address or addresses of the person or persons, and the email address of the person or persons and

the North American Industry Classification System (NAICS) code.

     (2) The trade name shall be distinguishable upon the records of the trade name registry

from the name of any trade name on file within the municipality where the registration will be

recorded.

     (i) For purposes of this chapter, the term "distinguishable upon the record" means the

standard used by the department of state in its name availability guidelines for domestic entities.

     (b) Whenever this chapter requires a certificate to be executed and acknowledged, such

requirement is satisfied by either:

     (1) The formal acknowledgement by any individual signing the certificate that it is the

person's act and deed or the act and deed of the corporation, and that the facts stated therein are

true. This acknowledgement shall be made before an individual who is authorized by the law of the

place of execution to take acknowledgement; or

     (2) The signature, without more, of the individual or individuals signing the certificate, in

which case such signature or signatures constitute the affirmations or acknowledgement of the

signatory, under penalties of perjury, that the certificate is that individual's act and deed or the act

and deed of the corporation, and that the facts stated therein are true.

     6-1-2. Indexes — Filing fee — Certified copies as evidence.

     The several town and city clerks of this secretary of state shall keep alphabetical indexes

an online register of all persons filing certificates and of all names or styles assumed, referred to in

this chapter, and, for the indexing and filing of the certificates, the town and city clerks shall receive

for the benefit of the town or city a fee of ten dollars ($10.00) each. A copy of the certificate, duly

certified to by the town or city clerk in whose office the certificate shall be filed, shall be

presumptive evidence in all courts in this state of the facts contained in the certificate.

     6-1-3. Corporations — Partnership names.

     This chapter shall in no way affect or apply to any duly registered or qualified, domestic

or foreign corporation, limited liability company, limited liability partnership, or limited

partnership duly organized under the laws of this state, or to any corporation or limited partnership

organized under the laws of any other state and lawfully doing business in this state, or to any

partnership or joint venture, the name or designation of which includes the true or real surname of

at least one individual who is a partner or joint venturer.

     SECTION 3. Chapter 6-1 of the General Laws entitled "Filing of Assumed Name" is

hereby amended by adding thereto the following sections:

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     6-1-1.1. Definitions.

     For purposes of this chapter, the following definitions apply:

     (1) "Business" means an occupation, profession, or employment engaged in for the purpose

of seeking a profit.

     (2) "Department" means the department of state.

     (3) "Electronic transmission" means any form of communication, not directly involving

the physical transmission of paper, that creates a record that may be retained, retrieved, and

reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a

recipient through an automated process.

     (4) "Filing" means delivered to the secretary of state in either paper format or electronic

transmission through a medium provided and authorized by the secretary of state.

     (5) "Municipality" means and includes any city or town within the state.

     (6) "Person" means any individual, partnership, limited liability company, or corporation

conducting or having an interest in a business in the state.

     (7) "Signature" or "Signed" or "Executed" means an original signature, facsimile, or an

electronically transmitted signature submitted through a medium provided and authorized by the

secretary of state.

     (8) "Trade name" means a word(s) or names(s), or any combination of a word(s) or

name(s), used by a person to identify the person's business which:

     (i) Is not, or does not include, the true and real name of all persons conducting the business;

or

     (ii) Includes words which suggest additional parties of interest such as "company," "and

sons," or "and associates."

     (9) "True and real name" means:

     (i) The last name of an individual coupled with the first name, middle names, initials, or

any combination thereof; or

     (ii) The designation or identifying name by which an individual is best known and called

in the business community where that individual transacts business, if this designation or

identifying name is used as that individual's legal signature.

     6-1-5. Changes in registration -- Filing notice of change.

     (a) A notice of change shall be filed with the municipality when a change occurs in:

     (1) The true and real name of a person conducting a business with a trade name registered

under this chapter; or

     (2) Any mailing address or email address set forth on the registration or any subsequently

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filed notice of change.

     (b) A notice of cancellation shall be filed with the municipality when use of a trade name

is discontinued.

     (c) A notice of cancellation, together with a new registration, shall be filed before

conducting or transacting any business when:

     (1) An addition, deletion, or any change of person or persons conducting business under

the registered trade name occurs; or

     (2) There is a change in the wording or spelling of the trade name since initial registration

or renewal.

     6-1-6. Failure to file.

     No person or persons carrying on, conducting, or transacting business under any trade name

shall be entitled to maintain any suit in any of the courts of this state until such person or persons

have properly completed the registration as provided for in §§ 6-1-1 and 6-1-2. Failure to complete

this registration shall not impair the validity of any contract or act of such person or persons and

shall not prevent such person or persons from defending any suit in any court of this state.

     6-1-7. Renewal or cancellation.

     (a) The municipality shall require the biennial renewal of trade names and establish a

process for renewing trade names. Any such renewal process shall allow persons to renew their

trade name at the same time they are required to renew their business license, if applicable.

     (b) The municipality may cancel a person's trade name upon request of the person to whom

the trade name is registered. The municipality may also provide for the cancellation of trade names

under circumstances as defined by the municipality by rule or regulation, which may include failure

to renew a trade name under a renewal process as may be established by the municipality under the

authority of subsection (a) of this section.

     (c)(1) The municipality shall make a reasonable effort to notify a person that the

municipality intends to cancel the person's trade name. This notice is not required when a request

for cancellation of a trade name is received by the municipality from the person to whom the trade

name was registered or the person's authorized representative. The municipality may comply with

this subsection either by mailing the notice to the person's last known address on record with the

municipality or by providing the notice electronically in lieu of mail. Such electronic notice may

be sent by email to the person's last known email address on record with the municipality. Provided,

however, if the municipality sends a notice by email and is notified that the email is undeliverable,

the municipality shall resend the notice by mail to the person's last known address on record with

the municipality.

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     (2) The municipality may cancel a trade name unless, within sixty (60) days of sending the

notice required under this subsection, the person notifies the municipality in writing not to cancel

the person's trade name, files a restoration statement pursuant to § 6-1-8 and pays any applicable

revival fee.

     (d) The municipality may remove any canceled trade names from its database of trade

names.

     6-1-8. Restoration statement.

     If any person or persons shall fail to file a biennial report, it may file a restoration statement

and pay a twenty-five dollar ($25.00) revival fee. The restoration statement shall include:

     (1) The name under which the business is, or is to be, conducted or transacted;

     (2) The true or real full name or names, both the first name and surname, of the person or

persons conducting or transacting the business;

     (3) The post office address or addresses of the person or persons conducting the business;

     (4) The email address of the person or persons conducting the business; and

     (5) The North American Industry Classification System (NAICS) code.

     SECTION 4. This act shall take effect on January 1, 2025.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO COMMERCIAL LAW--GENERAL REGULATORY PROVISIONS -- FILING

OF ASSUMED NAME

***

     This act would make amendments necessary to use the term "trade name" rather than

"assumed name", for purposes of the commercial law chapter on filing an assumed name, and

provide for the administration and regulation of the use of trade names with a two (2) year renewal

requirement.

     This act would take effect on January 1, 2025.

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