H.B. 384 Enrolled

CONDUCTING BUSINESS UNDER AN ASSUMED NAME
1999 GENERAL SESSION
STATE OF UTAH
Sponsor: Greg J. Curtis
AN ACT RELATING TO NAMES; REQUIRING THE INCLUSION OF A NOTICE RELATING
TO USE OF PROTECTED NAMES ON CERTIFICATES OF ASSUMED NAMES FILED
WITH THE DIVISION OF CORPORATIONS AND COMMERCIAL CODE; AND
CLARIFYING THAT AN ASSUMED NAME FILING DOES NOT AUTHORIZE THE USE OF
NAMES IN VIOLATION OF APPLICABLE STATE AND FEDERAL LAW.
This act affects sections of Utah Code Annotated 1953 as follows:
AMENDS:
42-2-5, as last amended by Chapter 108, Laws of Utah 1990
42-2-9, as last amended by Chapter 168, Laws of Utah 1992
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 42-2-5 is amended to read:
42-2-5. Certificate of assumed and of true name -- Contents -- Execution -- Filing --
Notice.
(1) Every person who carries on, conducts, or transacts business in this state under an
assumed name, whether that business is carried on, conducted, or transacted as an individual,
association, partnership, corporation, or otherwise, shall file with the Division of Corporations and
Commercial Code a certificate setting forth:
(a) the name under which the business is, or is to be carried on, conducted, or transacted,
and the full true name, or names, of the person owning, and the person carrying on, conducting,
or transacting the business; and
(b) the location of the principal place of business, and the street address of the person.
(2) The certificate shall be executed by the person owning, and the person carrying on,
conducting, or transacting the business, and shall be filed not later than 30 days after the time of
commencing to carry on, conduct, or transact the business.
(3) "Filed" means the Division of Corporations and Commercial Code has received and

approved, as to form, a document submitted under the provisions of this chapter, and has marked on
the face of the document a stamp or seal indicating the time of day and date of approval, the name
of the division, the division director's signature and division seal, or facsimiles of the signature or
seal.
(4) Every certificate filed with the Division of Corporations and Commercial Code under
this chapter shall include the following notice in a conspicuous place on the face thereof:
NOTICE - THE FILING OF THIS APPLICATION AND ITS APPROVAL BY THE
DIVISION OF CORPORATIONS AND COMMERCIAL CODE DOES NOT AUTHORIZE THE
USE IN THE STATE OF UTAH OF AN ASSUMED NAME IN VIOLATION OF THE RIGHTS
OF ANOTHER UNDER FEDERAL, STATE, OR COMMON LAW (SEE UTAH CODE ANN.
SECTIONS 42-2-5 ET SEQ.).
Section 2. Section 42-2-9 is amended to read:
42-2-9. Corporate names, limited liability company names, and trademark, service
mark, and trade name rights not affected.
(1) This chapter does not affect or apply to any corporation organized under the laws of any
state if it does business under its true corporate name.
(2) This chapter does not affect the statutory or common law trademark, service mark, or
trade name rights granted by state or federal statute. Neither a filing under this chapter, nor an
approval by the Division of Corporations and Commercial Code pursuant to this chapter, nor the use
of an assumed name shall, of itself, authorize the use in this state of an assumed name in violation
of the rights of another as established under this chapter, the state law relating to trademarks (Title
70, Chapter 3), the state law relating to names of corporations, partnerships, and other legal business
entities, the federal law relating to trademarks and service marks (15 U.S.C. Section 1051 et seq.),
or the common law, including rights in a trade name.
(3) This chapter does not affect or apply to any limited liability company doing business in
this state under its true name.

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