Assumed Business Name Certificates May Expire on December 1, 2022
May 7, 2020
If an Assumed Business Name Certificate (a “Certificate”) was filed in North Carolina on or before December 1, 2017, that Certificate will expire on December 1, 2022. If a business is using an assumed name based on a Certificate that was filed on or before December 1, 2017 and desires to continue using that assumed name after December 1, 2022, the business is required to file a new Certificate on or after December 1, 2022.
The new Assumed Business Name Act (the “New Act”) became effective in North Carolina on December 1, 2017 and replaced the previous act that regulated doing business under an assumed name (the “Old Act”). Under the Old Act, when a business wanted to do business in North Carolina under an assumed name, it had to file a Certificate with the office of the registrar of deeds in every North Carolina county in which it would do business under that assumed name. If someone then wanted to determine who the business was that was using the assumed name, that person would have had to search the records for the applicable office of the registrar of deeds. The New Act simplified those filing and research requirements.
The New Act requires the North Carolina Secretary of State create a searchable database for all Certificates filed under the New Act. The Certificate is still filed with the office of the registrar of deeds in the county where the business will operate. However, if the business operates in more than one North Carolina county, it simply needs to indicate on one Certificate all counties in which it operates and then file the Certificate in one county. If the business is going to operate in all North Carolina counties, it can simply check a box on the form of the Certificate available through the Secretary of State, and then file that Certificate with the office of the registrar of deeds in one North Carolina county.
The office of the registrar of deeds is then required to include any Certificate filed under the New Act as part of the Secretary of State’s searchable database.
In an effort to apparently lessen the burden on the offices of the registrar of deeds, the New Act does not permit Certificates filed under the Old Act, which includes all Certificates filed prior to December 1, 2017, to be included as part of the Secretary of State’s database. Instead, any Certificate filed prior to December 1, 2017 will expire on December 1, 2022. If a business who filed a Certificate prior to December 1, 2017 desires to continue operating in North Carolina under the applicable assumed name after December 1, 2022, that business must file a new Certificate on or after December 1, 2022. N.C. Gen. Stat. ‘ 6-71.5(a). Once that new Certificate is filed, no new filings will be required with regard to the applicable assumed name, unless the Certificate needs to be amended or terminated.
Once the transition to the New Act has occurred and new Certificates are filed with the Secretary of State, as explored in paragraph above, someone who wants to determine who the business is that is using a particular assumed name should be able to limit his or her search to the Secretary of State’s single database.
The Corporate, Commercial & Business team of Hornthal, Riley, Ellis & Maland, LLP is ready to assist your business meet state filing requirements and other legal services geared towards business owners’ needs.