What this is: A look at the various state requirements that a corporation may encounter while maintaining assumed names across the US.
What this means: 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 across several states.
When a company decides to use an assumed name, there are specific requirements for properly registering that name, and these can vary widely by state.
In many states, assumed names must be renewed on a regular basis to maintain the name after it is first registered. Like initial assumed name filings, jurisdictions can have their own unique expectations for how, when and where an assumed name is renewed.
It is in a company’s best interest to register and maintain any assumed names it uses to do business. Assumed names are protected in many states, so maintaining the registration can protect your brand by preventing other entities from registering with your name in that state.
Note: It’s important not to confuse assumed names with trade names or trademarks, which provide a broader level of protection. Trade name filings are sometimes just another term for assumed name filings, and sometimes are a trademark on a name. For this particular discussion, we will focus on assumed name filings.
Even in states where the filing authority does not require that assumed names be distinguishable from other entity names, registration serves as formal notification of the entity’s use of the name and can be useful if a dispute arises over rights to the name.
There may be additional penalties for not registering assumed names as well. In Pennsylvania, for example, an entity that has not registered its assumed name (or fictitious name, another term for “assumed name”) may not use Pennsylvania courts to enforce a contract entered into under that name until the name is registered and the court can impose a $500 fine for this.
If a company is using assumed names around the country, maintaining these assumed name registrations is no easy task! Each state tends to have different rules regarding how frequently the name must be renewed, what needs to be done for renewal, where you need to file and whether you’ll be reminded of upcoming renewal due dates.
Let’s review some of the more common requirement variations that corporations can expect to encounter while maintaining assumed name filings across the US.
In addition to the states with no assumed name statutes (Kansas, New Mexico and South Carolina*), there are 17 states where an assumed name is considered continuous and does not need to be renewed:
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*Only Limited Partnerships have an assumed name filing requirement in South Carolina.
**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 company loses its good standing, it may need to refile the trade name.
Other states have various renewal periods that range from every year to every 10 years. When the renewal filings can be submitted ranges from 30 days before the registration expires to any time during the year the registration expires.
Assumed name registrations are generally renewed by filing a renewal form. Most states with state-level registration now offer the option to submit online, but there are still a few states that only accept paper filings:
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In addition to filing a renewal form (or initial filing) for an assumed name, certain states have publication requirements. In California and Minnesota, renewals must only be published if information is amended.
Generally, an assumed name filing is renewed in the same place(s) that it was initially filed, either at the state-level corporate registry or with the town or county clerk.
Not always! Hawaii, Kentucky, Mississippi, South Dakota, Texas and Wisconsin currently have no processes for sending out renewal notifications. Other states do send out reminders to the addresses they have on file. Massachusetts, for example, considers these filings to be revenue producers for small towns so they are good about sending notifications in hope of better compliance.
Even if a state will send out notices, it is fairly common that the contact address has changed (as these filings are most commonly renewed every 5 years) and the notifications are not received.
For states with local-level assumed name filings, the answer varies depending on the county. Lincoln County in Nevada, with a population of only 5,000 people, does not send out notifications, while the more heavily populated Clark County does.
As a rule of thumb, it’s the responsibility of the entity to manage the renewals, whether or not they receive a notice.
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 across several states. Centralizing the process is highly recommended.
Outsourcing assumed name renewal management to a service company can also be a good approach as it eliminates problems that can arise when employees who handle these filings leave the company.
Is the same terminology used by every state to refer to assumed names?
States use different terms to refer to names used by entities that are not their true corporate names: Assumed name, DBA, fictitious name, alternate name and trade name are most common.
Unfortunately, the same terminology can often be used regardless of whether a company must use a different name to do business or a company voluntarily uses a name, in addition to the true name. As the associated procedures usually vary by state, this conflation of terms can often lead to confusion. You can read more about that in our article Doing Business Under a Different Name: Fictitious and Assumed Name Registration.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.