Filing requirements for assumed names in North Carolina and Virginia recently changed – and now Texas is following suit.
Texas House Bill 3609 amended the Assumed Business or Professional Name section (Title 5, Chapter 71) of Texas Business and Commerce Code to remove county filing requirements, effective September 1st, 2019.
Assumed Name Requirements in the Lone Star State
In Texas, domestic business corporations, limited liability companies (LLCs), limited liability partnerships (LLPs), limited partnerships (LPs) and foreign filing entities are required to file a Certificate of Assumed Name if they regularly conduct business under an assumed name. As is true in many states, entities in Texas may sometimes be required by law to use a different name (sometimes known as a forced fictitious name). When this situation occurs, Texas operates a little differently than many other states.
When a foreign entity wants to do business in Texas, but their true name is not available or doesn’t meet state requirements, they are required to use another name. Most states don’t require a separate assumed name registration in this situation. Texas is one of the few that do.
No More County-Level Filing
Texas was also one of the few states that required registration of an assumed name at both the state and local level. If a company’s principal office was in Texas, the company filed with the county clerk in the county where the principal office was located. If the principal office was not located in Texas, the filing was made in the county where the registered agent was located.
As of September 1st, 2019, those county-level filings are no longer be required. Simply filing the certificate with the Secretary of State will be sufficient.
Remaining States with Local Filing Requirements
With the elimination of county-level filing in Texas, there are now only a few states where both a state and local filing requirement may apply for assumed names.
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Arkansas |
A file-stamped copy of the filing made with the Secretary of State must be filed in the location of the company’s registered office, unless that office is located in Pulaski county. |
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Louisiana |
In addition to the Secretary of State filing, a company may be required to file in the parish where its principal office is located. However, the requirement to file varies depending on the parish. |
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Nevada |
Filing at the county where business is conducted is required. An optional filing to protect the name can also be done with the Secretary of State. |
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New York |
Fees for county registration must be paid to the Secretary of State when filing the Certificate of Assumed Name with the state. However, the state takes care of sending notification to the county - the filer is not required to submit anything at the county level. |
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South Dakota |
Filing can be made either at the county or through the Secretary of State’s online system. Use of the online system is in place of a paper filing submitted to the county register of deeds. |
If you do business under assumed names in multiple states and are concerned about keeping up with different or changing requirements, it might be worthwhile to engage a service company to manage assumed name filings for you.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
