§ 7-12.1-902.1. Fictitious business name.
(a) Any domestic or foreign limited liability partnership formed under the laws of, or registered to do business in this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this section prior to the time it commences to conduct business under the fictitious name.
(b) A fictitious business name statement shall be filed with the secretary of state, and shall be signed by a person authorized or required under this chapter to sign a record, and shall state:
(1) The fictitious business name to be used; and
(2) The name of the applicant limited liability partnership or foreign limited liability partnership, and the state and date of its formation.
(c) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this section or upon the cancellation of the domestic limited liability partnership or the withdrawal of registration of the foreign limited liability partnership.
(d) The statement of abandonment of use of a fictitious business name under this section shall be filed with the secretary of state, shall be executed in the same manner provided in subsection (b) of this section, and shall state:
(1) The fictitious business name being abandoned;
(2) The date on which the original fictitious business name statement being abandoned was filed; and
(3) The information presented in subsection (b) of this section.
(e) No domestic or foreign limited liability partnership transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of the state until a fictitious business name statement has been filed in accordance with this section.
(f) No domestic or foreign limited liability partnership may be permitted to transact business under a fictitious business name pursuant to this section that is the same as the name of an existing person whose registration or qualification required the filing of a record by the secretary of state or any name that is filed, reserved, or registered under this title or as permitted by the laws of this state, subject to the following:
(1) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and
(2) The name may be the same as the name of an existing person the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.
(3) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.
(4) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective
January 1, 2023.