Tuesday, March 27, 2012

Use of Assumed Names in Texas

How does the Texas Business Organizations Code ("TBOC") address the use of assumed names by companies in Texas?  That's a trick question - it doesn't, except by reference to the Texas Assumed Business or Professional Name Act (the "Assumed Name Act"), Chapter 71 of the Texas Business and Commerce Code.

Under the Assumed Name Act, a company that conducts business in Texas under other than its legal name (an assumed name) must file an assumed name certificate.

If the company using an assumed name is a filing entity, such as a corporation, limited partnership or limited liability company, the assumed name certificate must be filed with the Texas Secretary of State and the Texas county where the company's principal office is located (or if the company's principal office is outside of Texas, the Texas county in which the company's registered office is located).

If the company is not a filing entity, such as a sole proprietorship, the company must file the assumed name certificate in each Texas county in which the company maintains a business premises (or each county it conducts business if it does not maintain a business premises in any county).

The assumed name certificate must state:
  1. the company's assumed name;
  2. the company's legal name;
  3. the company's jurisdiction of formation;
  4. the period, not to exceed 10 years, that the assumed name will be used;
  5. the company's entity type;
  6. the address of the company's principal office or registered office, as applicable; and 
  7. the counties in which the assumed name will be used.
An assumed name certificate must be renewed every 10 years if the name is still in use. The renewal certificate must be filed within six months prior to the assumed name certificate's expiration date.

Filing an assumed name certificate does not give the company the right to use the assumed name in violation of another company's the common or statutory copyright law or similar law.      

A company that violates the Assumed Name Act may face civil or criminal penalties.

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