Code of Virginia

Code of Virginia
Title 59.1. Trade and Commerce
11/18/2019

Chapter 5. Transacting Business under Assumed Name.

§ 59.1-69. (Effective until January 1, 2020) Certificate required of person, partnership, limited liability company or corporation transacting business under assumed name.

A. No person, partnership, limited liability company or corporation shall conduct or transact business in this Commonwealth under any assumed or fictitious name unless such person, partnership, limited liability company or corporation shall sign and acknowledge a certificate setting forth the name under which such business is to be conducted or transacted, and the names of each person, partnership, limited liability company or corporation owning the same, with their respective post-office and residence addresses (and, (i) when the partnership or limited liability company is a foreign limited partnership or limited liability company, the date of the certificate of registration to transact business in this Commonwealth issued to it by the State Corporation Commission, or (ii) when the corporation is a foreign corporation, the date of the certificate of authority to transact business in this Commonwealth issued to it by the State Corporation Commission), and file the same in the office of the clerk of the court in which deeds are recorded in the county or city wherein the business is to be conducted.

B. No person, partnership, limited liability company or corporation shall use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of any such person or entity.

Code 1950, § 59-169; 1968, c. 439; 1987, c. 702; 1995, c. 168; 1996, c. 904.

§ 59.1-69. (Effective January 1, 2020) Certificate required of person transacting business under assumed name.

A. As used in this chapter, unless the context requires a different meaning:

"Commission" means the State Corporation Commission.

"Person" has the meaning prescribed in § 1-230.

B. No person shall conduct or transact business in the Commonwealth under any assumed or fictitious name unless such person files in the office of the clerk of the Commission a certificate of assumed or fictitious name.

C. No person shall use an assumed or fictitious name in the conduct of the person's business to intentionally misrepresent the geographic origin or location of the person.

Code 1950, § 59-169; 1968, c. 439; 1987, c. 702; 1995, c. 168; 1996, c. 904; 2017, c. 594.

§ 59.1-70. (Effective until January 1, 2020) Limited partnership, limited liability company or corporation to file copy of certificate with State Corporation Commission; fee; release certificate.

A. When business is conducted in this Commonwealth under an assumed or fictitious name by a limited partnership filing a certificate under § 50-73.11, by a foreign limited partnership required to register with the Commission under § 50-73.54, or by a limited liability company or corporation, such domestic or foreign limited partnership, limited liability company or corporation shall file in the office of the clerk of the State Corporation Commission a copy of the certificate described in § 59.1-69, duly attested by the clerk of the court in which the original is on file. The State Corporation Commission shall charge a ten-dollar fee for the filing of a fictitious or an assumed name.

B. When business is no longer conducted in this Commonwealth under an assumed or fictitious name by a limited partnership filing a certificate under § 50-73.11, by a foreign limited partnership required to register with the Commission under § 50-73.54, or by a limited liability company or corporation, the domestic or foreign limited partnership, limited liability company or corporation may file with the clerk of the State Corporation Commission a copy of a release certificate, duly attested by the clerk of the court in which the certificate is on file. The Commission shall charge a ten-dollar fee for the filing of such certificate.

Code 1950, § 59-170; 1968, c. 439; 1976, c. 79; 1981, c. 519; 1984, c. 771; 1987, c. 702; 1991, c. 439; 1995, c. 168.

§ 59.1-70. (Effective January 1, 2020) Filing a certificate with State Corporation Commission; fee.

A. The certificate of assumed or fictitious name shall be on a form prescribed by the Commission that sets forth the following:

1. The name of the person who will be conducting business under the assumed or fictitious name;

2. The assumed or fictitious name of the business;

3. Whether the person who will be conducting business under the assumed or fictitious name is an individual or, if not, the type of legal or commercial entity of the person;

4. If the person who will be conducting business under the assumed or fictitious name is an individual, the post office address of the individual's office or residence, which shall include a street address, city or town, state, and zip code;

5. If the person who will be conducting business under the assumed or fictitious name is a domestic or foreign corporation, limited liability company, business trust, or limited partnership authorized by the Commission to transact business in the Commonwealth, the identification number issued by the Commission to the person;

6. If the person who will be conducting business under the assumed or fictitious name is a domestic or foreign partnership that has filed with the Commission a statement of partnership authority or a statement of registration as a registered limited liability partnership that has not been canceled, the identification number issued by the Commission to the partnership;

7. If the person who will be conducting business under the assumed or fictitious name is not subject to subdivision 4, 5, or 6, the post office address of the person's principal place of business, which shall include a street address, city or town, state, and zip code; and

8. The printed name and title of the individual signing the certificate of assumed or fictitious name.

B. The certificate of assumed or fictitious name shall be signed by (i) the individual who will be conducting business under the assumed or fictitious name or (ii) an authorized representative of the person who will be conducting business under the assumed or fictitious name when the person is not an individual.

C. The clerk of the Commission shall charge a fee of $10 for the filing of a certificate of assumed or fictitious name.

Code 1950, § 59-170; 1968, c. 439; 1976, c. 79; 1981, c. 519; 1984, c. 771; 1987, c. 702; 1991, c. 439; 1995, c. 168; 2017, c. 594.

§ 59.1-70.1. (Effective January 1, 2020) Certificate of release.

A. When a person is no longer conducting business in the Commonwealth under an assumed or fictitious name on file with the clerk of the Commission, the name may be released by filing a certificate of release of an assumed or fictitious name in the office of the clerk of the Commission that is signed (i) by the individual who conducted business under the assumed or fictitious name, (ii) on behalf of the person who conducted business under the assumed or fictitious name when the person is not an individual, (iii) by a court-appointed fiduciary of the person, or (iv) by the person's successor in interest when the person is not an individual.

B. When a person is no longer conducting business in the Commonwealth under an assumed or fictitious name on file with a circuit court, the name may be released by filing a certificate of release of an assumed or fictitious name with the clerk of the court that is signed and acknowledged by the person, a court-appointed fiduciary of the person, or, when the person is not an individual, the person's successor in interest.

C. The certificate of release of an assumed or fictitious name shall be on a form prescribed by the Commission. The fee to file a certificate of release of an assumed or fictitious name with the clerk of the Commission or with the clerk of the court shall be $10.

2017, c. 594.

§ 59.1-71. Repealed.

Repealed by Acts 2002, c. 267, effective July 1, 2002.

§ 59.1-73. Repealed.

Repealed by Acts 1994, c. 432.

§ 59.1-74. (Effective January 1, 2020) Recordation of certificate and registration of names.

A. The clerk of the court with whom a certificate of assumed or fictitious name is filed shall keep a book in which all certificates of assumed or fictitious name and certificates of release of an assumed or fictitious name are recorded, with their date of record, and shall keep a register in which shall be entered in alphabetical order the name under which every business is conducted and the names of every person owning the business.

B. No license shall be issued by a commissioner of the revenue until a certificate of assumed or fictitious name has been made and filed (i) in the office of the clerk of the Commission or (ii) prior to January 1, 2020, in the office of the clerk of the court, and evidence of the filing has been provided to the commissioner of the revenue by the person conducting business under the assumed or fictitious name.

Code 1950, § 59-174; 1968, c. 439; 1975, c. 230; 1983, c. 103; 1992, c. 784; 2002, c. 267; 2017, c. 594; 2019, c. 464.

§ 59.1-74. (Effective until January 1, 2020) Recordation of certificate and registration of names.

The clerk with whom the certificate provided for in § 59.1-69 is filed shall keep a book in which all such certificates shall be recorded, with their date of record, and shall keep a register in which shall be entered in alphabetical order the name under which every such business is conducted and the names of every person owning the same. The clerk shall be entitled to a fee of ten dollars for filing and recording such certificate and entering such names. No license shall be issued by the Commissioner of the Revenue until the certificate has been made and filed in the clerk's office and evidence of same produced before him.

Code 1950, § 59-174; 1968, c. 439; 1975, c. 230; 1983, c. 103; 1992, c. 784; 2002, c. 267.

§ 59.1-75. Penalty for violation.

Any person violating any of the provisions of this chapter shall be guilty of a misdemeanor and, upon conviction, shall be punished by a fine not exceeding $2,500 or by confinement in jail for not more than one year, or both.

Code 1950, § 59-175; 1968, c. 439; 1991, c. 710.

§ 59.1-75.1. (Effective January 1, 2020) Penalty for signing false certificate.

A. It is unlawful for any person to sign a certificate the person knows is false in any material respect with intent that the certificate be delivered to the Commission for filing.

B. Any person who violates the provisions of this section is guilty of a Class 1 misdemeanor.

2017, c. 594.

§ 59.1-76. Effect of failure to file certificate on right of action.

The failure of any person or corporation to comply with the provisions of this chapter shall not prevent a recovery by or against such person or corporation, in any of the courts in this Commonwealth on any cause of action heretofore or hereafter arising, but no action shall be maintained in any of the courts in this Commonwealth by any such person, corporation or his or its assignee or successor in title unless and until the certificate required by this chapter has been filed.

Code 1950, § 59-176; 1968, c. 439.

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