Bill Summary for S 124 (2015-2016)

Summary date: 

Feb 27 2015

Bill Information:

View NCGA Bill Details2015-2016 Session
Senate Bill 124 (Public) Filed Wednesday, February 25, 2015
AN ACT TO MODERNIZE THE LAW GOVERNING THE USE OF ASSUMED BUSINESS NAMES AND TO MAKE RELATED CONFORMING AND TECHNICAL AMENDMENTS, AS RECOMMENDED BY THE GENERAL STATUTES COMMISSION, TO CLARIFY HOW THE INDUSTRIAL COMMISSION REFERS MATTERS OF INDIRECT CRIMINAL CONTEMPT TO THE DISTRICT COURT, TO REMOVE CERTAIN PROPERTY FROM THE STATE NATURE AND HISTORIC PRESERVE, AND TO AUTHORIZE THE DELETION OF VARIOUS PROPERTIES FROM THE STATE PARKS SYSTEM.
Intro. by Hartsell.

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Bill summary

Repeals GS Chapter 66, Article 14, which regulated business under an assumed name. Enacts new GS Chapter 66, Article 14A, creating the "Assumed Business Name Act. State the purpose of the new Article as giving the public a way to ascertain the real names of persons engaging in business in this State under an assumed business name by requiring those persons to register the assumed business name. Defines assumed business and persons for use in the article.

Requires a person engaging in business in eh state under assumed business name to, before engaging in business, file an assumed business name certificate (certificate) in the office of the register of deeds of the county in which the person is or will be engaged in business; requires a separate certificate to be filed for each assumed business name under which a person engages in business. Exempts a limited liability partnership, limited partnership, limited liability company, or corporation that engages in business under a name that is its real name with the legal entity designation required by GS 55D‑20 from the certificate requirement. Sets out information that must be included in the certificate, including the real name of the person engaging in business under the assumed business name; and the street address of the principal place of business.

Sets out the procedure for executing the certificate, detailing who must sign the certificate according to the organization of the business. Requires the certificate to be amended within 60 days after a change in any of the information required in the assumed business name certificate; specifies the content of and procedure for filing the amendment. Allows the certificate to be withdrawn upon ceasing to engage in business in this State under the assumed business name; sets out the withdraw procedure.

Requires the Secretary of State to develop, implement, and maintain a searchable online database of assumed business name information. Requires the system to allow information to be entered and retrieved from the system by the registers of deeds and be available for searches by the public.

Requires the register of deeds of each county to index, in accordance with GS Chapter 161 Article 2, every assumed business name with respect to which an assumed business name certificate, a certificate of amendment, or a certificate of withdrawal has been filed in that county. Also requires the register of deeds to transmit scanned images of the certificate to the Secretary of State no later than 30 days after the date a certificate if filed and to enter specified information into the central database.

Allows the Land Records Management Advisory Committee to develop forms for the documents required or permitted to be filed by this Article, but states that their use is not mandatory.

Provides that a copy of a certificate filed under this Article that is duly certified by the register of deeds of the office in which it was filed, is prima facie evidence of the facts required to be stated in the certificate.

Makes it a Class 1 misdemeanor for a person to sign a certificate knowing it is false in any material respect with the intent that the certificate be delivered to the register of deeds for filing. Makes a person failing to file an assumed business name certificate or a certificate of amendment liable to any person injured by the failure for the reasonable expenses, including attorneys' fees, incurred by the person in ascertaining, for a reasonable purpose, the information required to be stated in the assumed business name certificate or certificate of amendment.

Sets all certificates of assumed name filed under repealed Article 14 to of expire July 1, 2021, and provides that the provisions of that former Article continue to apply to them until that date except as specified in the statute. Requires at least one person listed as an owner of the business in a certificate of assumed name under repealed Article 14 to file an assumed business name certificate before the certificate of assumed name expires if: (1) a general partnership would have been required to file a new certificate of assumed name under former GS 66‑68(c) due to the withdrawal or addition of a partner; or (2) any of the information in the certificate of assumed name required under former GS 66‑68(a) has changed and the person desires to continue engaging in business in this State. Prohibits filing a new certificate of assumed name under repealed Article 14 on or after July 1, 2016. Allows a person that filed a certificate of assumed name that has not expired to withdraw the assumed name under the provisions of former GS 66‑68(f).Prohibits filing a certificate of amendment under the new Article to a certificate of assumed name filed under the repealed Article. Prohibits the register of deeds from transmitting a scanned image to the Secretary of State, or enter any of the information required by GS 66‑71.10 into the central database maintained by the Secretary of State, of any withdrawal or transfer of an assumed name or any amendment to a certificate of assumed name when the certificate of assumed name to which the withdrawal, transfer, or amendment relates was filed before July 1, 2016.

Amends GS 1‑69.1 (Unincorporated associations and partnerships; suit by or against) to make clarifying changes. Also requires any unincorporated association, organization, society, or general partnership bringing a suit in the name by which it is commonly known and called to allege that it has filed an assumed business name certificate (filed under either the repealed or new article, as applicable). Effective July 1, 2021, further amends GS 1‑69.1 to remove references to the repealed article.

Amends GS 53‑208.7(a) to make clarifying changes, referring to assumed business name instead of assumed trade name.

Amends GS 55D‑20(d) to provide that the use of assumed business names or fictitious names, is not affected by GS Chapter 55, 55A, 55D, 57D, or 59.

Amends GS 58‑70‑5 to make clarifying changes. Also requires any person, firm, corporation or association desiring to secure a permit to operate a collection agency business, to include on their permit application, in addition to the already required information, if an assumed business name is used, certificates showing that the assumed business name has been filed as required by Article 14A of GS Chapter 66 (deleting requirements concerning the use of a trade name). Makes organizational and conforming changes to the statute. ;

Amends GS 59‑84.1 and GS 62‑115 to update article references to new Article 14Aa and make clarifying changes. Makes clarifying changes to GS 66‑262.

Appropriates $214,535 for the 2015‑16 fiscal year from the General Fund to the Department of Secretary of State to develop and implement the database required in new GS 66‑71.9. Effective July 1, 2015.

Unless otherwise indicated, effective July 1, 2016. Specifies that this act does not affect a civil action or proceeding commenced or a right accrued before July 1, 2016.

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