CHAPTER 71. ASSUMED BUSINESS OR PROFESSIONAL NAME

State Codes and Statutes

Statutes > Texas > Business-and-commerce-code > Title-5-regulation-of-businesses-and-services > Chapter-71-assumed-business-or-professional-name

BUSINESS AND COMMERCE CODE

TITLE 5. REGULATION OF BUSINESSES AND SERVICES

SUBTITLE A. GENERAL PRACTICES

CHAPTER 71. ASSUMED BUSINESS OR PROFESSIONAL NAME

SUBCHAPTER A. GENERAL PROVISIONS

Sec. 71.001. SHORT TITLE. This chapter may be cited as the

Assumed Business or Professional Name Act.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.002. DEFINITIONS. In this chapter:

(1) "Address" means:

(A) a post office address; and

(B) a street address, if the street address is not the same as

the post office address.

(2) "Assumed name" means:

(A) for an individual, a name that does not include the surname

of the individual;

(B) for a partnership, a name that does not include the surname

or other legal name of each joint venturer or general partner;

surname, that suggests the existence of additional owners by

including words such as "Company," "& Company," "& Son,"

"& Sons," "& Associates," "Brothers," and similar words,

but not words that merely describe the business being conducted

or the professional service being rendered;

(D) for a limited partnership, a name other than the name stated

in its certificate of formation;

(E) for a company, a name used by the company;

(F) for a corporation, a name other than the name stated in its

certificate of formation or a comparable document;

(G) for a limited liability partnership, a name other than the

name stated in its application filed with the office of the

secretary of state or a comparable document; and

(H) for a limited liability company, a name other than the name

stated in its certificate of formation or a comparable document.

(3) "Certificate" means an assumed name certificate.

(4) "Company" means a real estate investment trust, a

joint-stock company, or any other business, professional, or

other association or legal entity that is not incorporated, other

than a partnership, limited partnership, limited liability

company, limited liability partnership, or foreign filing entity.

(5) "Corporation" means:

(A) a domestic or foreign corporation, professional corporation,

professional association, or other corporation; or

(B) any other business, professional, or other association or

legal entity that is incorporated.

(6) "Estate" means a person's property that is administered by a

representative.

(6-a) "Foreign filing entity" means an entity formed under the

laws of a jurisdiction other than this state that registers or is

required by law to register with the secretary of state to

conduct business or render professional services in this state

under Chapter 9, Business Organizations Code.

(7) "Office" means:

(A) for a person that is not an individual or that is a

corporation that is not required to or does not maintain a

registered office in this state, the person's:

(i) principal office; and

(ii) principal place of business if not the same as the person's

principal office; and

(B) for a corporation, limited partnership, limited liability

partnership, limited liability company, or foreign filing entity

that is required to maintain a registered office in this state,

the entity's:

(i) registered office; and

(ii) principal office if not the same as the entity's registered

office.

(8) "Partnership" means a joint venture or general partnership

other than a limited partnership or a limited liability

partnership.

(9) "Person" includes an individual, partnership, limited

partnership, limited liability company, limited liability

partnership, company, corporation, or foreign filing entity.

(10) "Registrant" means a person who has filed, or on whose

behalf there has been filed, a certificate under this chapter or

other law.

(11) "Representative" means a trustee, administrator, executor,

independent executor, guardian, conservator, trustee in

bankruptcy, receiver, or other person appointed by a court or by

trust or will to have custody of, take possession of, have title

to, or otherwise be empowered to control the person or property

of any person.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 62, eff. September 1, 2009.

Sec. 71.003. APPLICABILITY OF CHAPTER. (a) This chapter does

not apply to an insurer authorized to engage in business in this

state and described in Subchapter A, Chapter 805, Insurance Code,

except as specifically provided by the Insurance Code.

(b) This chapter does not require a corporation, limited

partnership, limited liability partnership, limited liability

company, or foreign filing entity or its shareholders,

associates, partners, or members to file a certificate to conduct

business or render a professional service in this state under the

name of the entity as stated in the certificate of formation,

application filed with the office of the secretary of state, or

other comparable document of the entity.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 63, eff. September 1, 2009.

SUBCHAPTER B. REQUIREMENTS APPLICABLE TO CERTAIN UNINCORPORATED

PERSONS

Sec. 71.051. CERTIFICATE FOR CERTAIN UNINCORPORATED PERSONS. A

person must file a certificate under this subchapter if the

person regularly conducts business or renders a professional

service in this state under an assumed name other than as a

corporation, limited partnership, limited liability partnership,

limited liability company, or foreign filing entity.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 64, eff. September 1, 2009.

Sec. 71.052. CONTENTS OF CERTIFICATE. The certificate must

state:

(1) the assumed name under which the business is or is to be

conducted or the professional service is or is to be rendered;

(2) if the registrant is:

(A) an individual, the individual's full name and residence

address;

(B) a partnership:

(i) the venture or partnership name;

(ii) the venture or partnership office address;

(iii) the full name of each joint venturer or general partner;

and

(iv) each joint venturer's or general partner's residence

address if the venturer or partner is an individual or the joint

venturer's or general partner's office address if the venturer or

partner is not an individual;

(i) the name of the estate;

(ii) the estate's office address, if any;

(iii) the full name of each representative of the estate; and

(iv) each representative's residence address if the

representative is an individual or the representative's office

address if the representative is not an individual;

(D) a real estate investment trust:

(i) the name of the trust;

(ii) the address of the trust;

(iii) the full name of each trustee manager; and

(iv) each trustee manager's residence address if the trustee

manager is an individual or the trustee manager's office address

if the trustee manager is not an individual; or

(E) a company, other than a real estate investment trust:

(i) the name of the company;

(ii) the state, country, or other jurisdiction under the laws of

which the company was organized; and

(iii) the company's office address;

(3) the period, not to exceed 10 years, during which the

registrant will use the assumed name; and

(4) a statement specifying that the business that is or will be

conducted or the professional service that is or will be rendered

in the county under the assumed name is being or will be

conducted or rendered as a proprietorship, sole practitioner,

partnership, real estate investment trust, joint-stock company,

or other form of unincorporated business or professional

association or entity other than a limited partnership, limited

liability company, limited liability partnership, or foreign

filing entity.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 65, eff. September 1, 2009.

Sec. 71.053. EXECUTION OF CERTIFICATE. (a) The certificate

must be executed and acknowledged:

(1) by each individual whose name is required to be stated in

the certificate or the individual's representative or

attorney-in-fact; and

(2) under oath on behalf of each person whose name is required

to be stated in the certificate and who is not an individual, by:

(A) the person's representative or attorney-in-fact; or

(B) a joint venturer, general partner, trustee manager, officer,

or other person having authority regarding the person comparable

to the person's representative or attorney-in-fact.

(b) A certificate executed and acknowledged by an

attorney-in-fact must include a statement that the attorney has

been authorized in writing by the attorney's principal to execute

and acknowledge the certificate.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.054. PLACE OF FILING. A person shall file the

certificate in the office of the county clerk in each county in

which the person:

(1) has or will maintain business or professional premises; or

(2) conducts business or renders a professional service, if the

person does not or will not maintain business or professional

premises in any county.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

SUBCHAPTER C. REQUIREMENTS APPLICABLE TO INCORPORATED BUSINESS OR

PROFESSION AND CERTAIN OTHER ENTITIES

Sec. 71.101. CERTIFICATE FOR INCORPORATED BUSINESS OR

PROFESSION, LIMITED PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP,

LIMITED LIABILITY COMPANY, OR FOREIGN FILING ENTITY. A

corporation, limited partnership, limited liability partnership,

limited liability company, or foreign filing entity must file a

certificate under this subchapter if the entity:

(1) regularly conducts business or renders professional services

in this state under an assumed name; or

(2) is required by law to use an assumed name in this state to

conduct business or render professional services.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 66, eff. September 1, 2009.

Sec. 71.102. CONTENTS OF CERTIFICATE. The certificate must

state:

(1) the assumed name under which the business is or is to be

conducted or the professional service is or is to be rendered;

(2) the registrant's name as stated in the registrant's

certificate of formation or application filed with the office of

the secretary of state or other comparable document;

(3) the state, country, or other jurisdiction under the laws of

which the registrant was incorporated or organized and the

registrant's registered or similar office address in that state,

country, or jurisdiction;

(4) the period, not to exceed 10 years, during which the

registrant will use the assumed name;

(5) a statement specifying that the registrant is:

(A) a for-profit corporation, nonprofit corporation,

professional corporation, professional association, or other type

of corporation;

(B) a limited partnership, limited liability partnership, or

limited liability company; or

association, or legal entity, foreign or domestic;

(6) the address of:

(A) the registrant's principal office; or

(B) if the registrant is not required to or does not maintain a

registered office in this state:

(i) the registrant's office in this state; and

(ii) the registrant's place of business in this state and any

office of the registrant outside this state, if the registrant is

not incorporated or organized under the laws of this state; and

(7) the county or counties in this state where the registrant is

or will be conducting business or rendering professional services

under the assumed name.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 67, eff. September 1, 2009.

Sec. 71.103. PLACE OF FILING. (a) The corporation, limited

partnership, limited liability partnership, limited liability

company, or foreign filing entity shall file the certificate in

the office of the secretary of state and in the office or offices

of each county clerk as specified by Subsection (b) or (c).

(b) An entity that maintains a registered office in this state

shall file the certificate in the office of the county clerk of

the county in which the entity's:

(1) registered office is located, if the entity's principal

office is not located in this state; or

(2) principal office is located, if the entity's principal

office is located in this state.

state shall file the certificate:

(1) in the office of the county clerk of the county in which the

entity's office in this state is located; or

(2) in the office of the county clerk of the county in which the

entity's principal place of business in this state is located,

if:

(A) the entity is not incorporated or organized under the laws

of this state; and

(B) the county in which the entity's principal place of business

in this state is located is not the same county where the

entity's office is located.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 68, eff. September 1, 2009.

Sec. 71.104. EXECUTION OF CERTIFICATE. (a) A certificate filed

in the secretary of state's office must be executed by an

officer, general partner, member, manager, or representative of

or attorney-in-fact for the registrant.

(b) A certificate filed in a county clerk's office must be

executed and acknowledged in the manner provided by Section

71.053 for a certificate filed under that section.

statement that the attorney has been authorized in writing by the

attorney's principal to execute the certificate.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

SUBCHAPTER D. GENERAL PROVISIONS REGARDING ASSUMED NAME

CERTIFICATE

Sec. 71.151. DURATION AND RENEWAL OF CERTIFICATE. (a) A

certificate is effective for a term not to exceed 10 years from

the date the certificate is filed.

(b) A certificate is void at the end of the certificate's stated

term, unless within six months preceding the certificate's

expiration date the registrant files in the office of a county

clerk and the secretary of state, if applicable, a renewal

certificate complying with the requirements of this chapter for

an original certificate.

any number of successive terms, but each term may not exceed 10

years.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.152. MATERIAL CHANGE IN INFORMATION; NEW CERTIFICATE.

(a) Not later than the 60th day after an event occurs that

causes the information in a certificate to become materially

misleading, a registrant must file a new certificate complying

with this chapter in the office in which the original or renewal

certificate was filed.

(b) An event that causes the information in a certificate to

become materially misleading includes:

(1) a change in the name, identity, entity, form of business or

professional organization, or location of a registrant;

(2) for a proprietorship or sole practitioner, a change in

ownership; or

(3) for a partnership:

(A) the admission of a new partner or joint venturer; or

(B) the end of a general partner's or joint venturer's

association with the partnership.

a term not to exceed 10 years from the date the certificate is

filed.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Amended by:

Acts 2009, 81st Leg., R.S., Ch.

84, Sec. 69, eff. September 1, 2009.

Sec. 71.153. ABANDONMENT OF USE OF BUSINESS OR PROFESSIONAL

NAME. (a) A registrant who has filed a certificate under this

chapter and who ceases to conduct business or render professional

services in this state under the assumed name stated in the

certificate may file a statement of abandonment of use of the

assumed name in the office in which the registrant's certificate

was filed.

(b) The statement of abandonment of use of an assumed name must

state:

(1) the assumed name being abandoned;

(2) the date on which the certificate was filed in the office in

which the statement of abandonment is being filed and in any

other office in which the certificate was filed; and

(3) the registrant's name and residence or office address as

required for a certificate filed under this chapter.

in the same manner as if the registrant were filing a certificate

under this chapter.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.154. INDEX OF CERTIFICATES. (a) The secretary of state

and each county clerk shall keep an alphabetical index of:

(1) all assumed names that have been filed in the office of the

respective officer; and

(2) the persons filing the certificates.

(b) A copy of a certificate or statement is presumptive evidence

in any court in this state of the facts contained in the copy if

the copy is certified to by:

(1) the county clerk in whose office the certificate or

statement was filed; or

(2) the secretary of state.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.155. FILING FEES. (a) The county clerk shall collect a

fee of:

(1) $2 for filing each certificate or statement required or

permitted to be filed under this chapter; and

(2) 50 cents for each name to be indexed.

(b) The secretary of state shall collect for the use of this

state a fee of:

(1) $25 for indexing and filing each certificate or statement

required or permitted to be filed under this chapter; and

(2) $10 for filing each statement of abandonment of use of an

assumed name.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.156. PRESCRIBED FORMS. (a) The secretary of state may

prescribe a form to be used for filing a certificate or statement

that complies with this chapter in the secretary's office or in

the office of any county clerk in this state.

(b) Unless otherwise specifically provided by law, the use of a

form prescribed under this section is not mandatory.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.157. EFFECT OF FILING. (a) This chapter does not give

a registrant a right to use the assumed name in violation of the

common or statutory law of unfair competition or unfair trade

practices, common law copyright, or similar law.

(b) The filing of a certificate under this chapter does not in

itself constitute actual use of the assumed name stated in the

certificate for purposes of determining priority of rights.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.158. FILING OF REPRODUCTION. (a) The secretary of

state may accept for filing a photographic, photostatic, or

similar reproduction of a signed original document required or

authorized to be filed in the secretary's office under this

chapter.

(b) A signature on a document required or authorized to be filed

in the secretary of state's office under this chapter may be a

facsimile.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

SUBCHAPTER E. PENALTIES

Sec. 71.201. CIVIL ACTION; SANCTION. (a) A person's failure to

comply with this chapter does not impair the validity of any

contract or act by the person or prevent the person from

defending any action or proceeding in any court of this state,

but the person may not maintain in a court of this state an

action or proceeding arising out of a contract or act in which an

assumed name was used until an original, new, or renewed

certificate has been filed as required by this chapter.

(b) In an action or proceeding brought against a person who has

not complied with this chapter, the court may award the plaintiff

or other party bringing the action or proceeding expenses

incurred, including attorney's fees, in locating and effecting

service of process on the defendant.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.202. CRIMINAL PENALTY: GENERAL VIOLATION. (a) A person

commits an offense if the person:

(1) conducts business or renders a professional service in this

state under an assumed name; and

(2) intentionally violates this chapter.

(b) An offense under this section is a Class A misdemeanor.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

Sec. 71.203. CRIMINAL PENALTY: FRAUDULENT FILING. (a) A person

may not knowingly or intentionally sign and present for filing or

cause to be presented for filing a document authorized or

required to be filed under this chapter that:

(1) indicates that the person signing the document has the

authority to act on behalf of the entity for which the document

is presented and the person does not have that authority;

(2) contains a material false statement; or

(3) is forged.

(b) A person commits an offense if the person violates

Subsection (a). An offense under this subsection is punishable

as if it were an offense under Section 37.10, Penal Code.

Added by Acts 2007, 80th Leg., R.S., Ch.

885, Sec. 2.01, eff. April 1, 2009.

State Codes and Statutes

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