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H.B. 338

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FICTITIOUS NAME

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1997 GENERAL SESSION

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STATE OF UTAH

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Sponsor: David M. Jones

5    AN ACT RELATING TO NAMES, CONDUCTING BUSINESS UNDER ASSUMED NAME;
6    EXPANDING THE FILING REQUIREMENTS; AMENDING PROHIBITIONS AGAINST
7    CERTAIN USES OF "CORPORATION"; REQUIRING NOTICE TO LOCAL LICENSING
8    AUTHORITY; AND PROVIDING PENALTIES.
9    This act affects sections of Utah Code Annotated 1953 as follows:
10    AMENDS:
11         42-2-5, as last amended by Chapter 108, Laws of Utah 1990
12         42-2-6.6, as last amended by Chapter 277, Laws of Utah 1992
13         42-2-10, as last amended by Chapter 313, Laws of Utah 1994
14    ENACTS:
15         42-2-7.5, Utah Code Annotated 1953
16    Be it enacted by the Legislature of the state of Utah:
17        Section 1. Section 42-2-5 is amended to read:
18         42-2-5. Certificate of assumed and of true name -- Contents -- Execution -- Filing.
19        (1) Every person who carries on, conducts, or transacts business in this state under an
20    assumed name, whether that business is carried on, conducted, or transacted as an individual,
21    association, partnership, corporation, or otherwise, shall file with the Division of Corporations and
22    Commercial Code a certificate setting forth:
23        (a) the name under which the business is, or is to be carried on, conducted, or transacted,
24    and the full true name, or names, of the person owning, and the person carrying on, conducting,
25    or transacting the business;
26        (b) the location of the principal place of business, and the street address of the person[.];
27        (c) the general purpose or purposes for which the business is to be carried on, conducted,


1    or transacted; and
2        (d) the name and business address of any businesses within the state under which that
3    person has carried on, conducted, or transacted business within the five-year period prior to the
4    current filing.
5        (2) The certificate shall be executed by the person owning, and the person carrying on,
6    conducting, or transacting the business, and shall be filed not later than 30 days after the time of
7    commencing to carry on, conduct, or transact the business.
8        (3) "Filed" means the Division of Corporations and Commercial Code has received and
9    approved, as to form, a document submitted under the provisions of this chapter, and has marked
10    on the face of the document a stamp or seal indicating the time of day and date of approval, the
11    name of the division, the division director's signature and division seal, or facsimiles of the
12    signature or seal.
13        Section 2. Section 42-2-6.6 is amended to read:
14         42-2-6.6. Assumed name.
15        (1) The assumed name:
16        (a) may not contain any word or phrase that indicates or implies that the business is
17    organized for any purpose other than one or more of the purposes contained in its application;
18        (b) shall be distinguishable from any registered name or trademark of record in the offices
19    of the Division of Corporations and Commercial Code, as defined in Subsection 16-10a-401(5),
20    except as authorized by the Division of Corporations and Commercial Code pursuant to Subsection
21    (2); [and]
22        (c) may not include in its name "Corporation," "Corp.," "Incorporated," or "Inc.," unless
23    that person is a corporation organized or qualified to do business pursuant to the laws of this state;
24    and
25        [(c)] (d) may not, without the written consent of the United States Olympic Committee,
26    contain the words "Olympic," "Olympiad," or "Citius Altius Fortius."
27        (2) The Division of Corporations and Commercial Code shall authorize the use of the
28    name applied for if the name is distinguishable from one or more of the names and trademarks that
29    are on the division's records, or if the applicant delivers to the division a certified copy of the final
30    judgment of a court of competent jurisdiction establishing the applicant's right to use the name
31    applied for in this state.

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1        (3) The assumed name, for purposes of recordation, shall be either translated into English
2    or transliterated into letters of the English alphabet if it is not in English.
3        (4) The Division of Corporations and Commercial Code may not approve an application
4    for an assumed name to any person violating the provisions of this section.
5        (5) The director of the Division of Corporations and Commercial Code shall have the
6    power and authority reasonably necessary to interpret and efficiently administer this section and
7    to perform the duties herein imposed upon the division by this section.
8        (6) A name which implies by any word in the name that it is an agency of the state or of
9    any of its political subdivisions, if it is not actually such a legally established agency, may not be
10    approved for filing by the Division of Corporations and Commercial Code.
11        (7) The provisions of Section 16-10a-403 apply to this chapter.
12        Section 3. Section 42-2-7.5 is enacted to read:
13         42-2-7.5. Notice to local licensing authority -- Proof of publication.
14        Within 30 days of completion of filing under Section 42-2-5, any person who carries on,
15    conducts, or transacts business under that assumed name shall present to the local licensing
16    authority which has issued or will issue a license to that business, a certified copy of the certificate
17    filed with the Division of Corporations and Commercial Code, along with proof of publication of
18    the contents of that certificate. The publication shall contain all the information required in
19    Subsection 42-2-5(1) and appear a minimum of three times in a newspaper of general circulation
20    otherwise qualified to publish public notice in the jurisdiction of the local licensing authority.
21        Section 4. Section 42-2-10 is amended to read:
22         42-2-10. Penalties.
23        (1) Any person who carries on, conducts, or transacts business under an assumed name
24    without having complied with the provisions of this chapter, and until the provisions of this
25    chapter are complied with:
26        [(1)] (a) shall not sue, prosecute, or maintain any action, suit, counterclaim, cross
27    complaint, or proceeding in any of the courts of this state; and
28        [(2)] (b) may be subject to a penalty in the form of a late filing fee determined by the
29    division director in an amount not to exceed three times the fees charged under Section 42-2-7 and
30    established under Section 63-38-3.2.
31        (2) A person is guilty of a class A misdemeanor who signs a document, knowing its

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1    contents to be false in any material respect, with the intent that the document to be delivered for
2    filing with the Division of Corporations and Commercial Code under this chapter.




Legislative Review Note
    as of 1-27-97 10:42 AM


A limited legal review of this bill raises no obvious constitutional or statutory concerns.

Office of Legislative Research and General Counsel


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