State Legislative Updates

Virginia Changes its Assumed Name Registration Procedure; Certificates Will Be Filed With the State Only

Virginia — Effective January 1, 2020, Virginia’s assumed name filing procedures will change. These changes were enacted by Senate Bill 1309, Laws of 2017. House Bill 170, Laws of 2018 provided that the changes will be effective January 1, 2020.

S.B. 1309 amends Sec. 59.1-69 of the Code of Virginia to provide that no person shall conduct or transact business in Virginia under an assumed or fictitious name unless the person files a certificate of assumed or fictitious name with the clerk of the State Corporation Commission. "Person" includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof.

Under the law in effect before January 1, 2020, a person transacting business in Virginia under an assumed or fictitious name files a certificate in the circuit court of the jurisdiction in which the name is to be used and if the person is a Virginia or foreign corporation, LLC or LP it also must obtain a certified copy of the certificate from the circuit court and file it in the clerk’s office of the State Corporation Commission.

S.B. 1309 also amends Sec. 59.1-70 to set forth the contents of the certificate, which will include the name of the person conducting business under the assumed or fictitious name; the assumed name; whether the person is an individual or if not the type of entity; if an individual, the individual’s address; and if the person is a domestic or foreign corporation, LLC, business trust, LP, GP that has filed a statement of partnership authority or a registered LLP, the identification number issued to it by the State Corporation Commission.

The bill also states that these provisions will be applied prospectively only; will not affect the validity of any filing made, or other action taken, before the effective date of the amendments with respect to a fictitious or assumed name certificate; and will not be construed to require any person who was in compliance with applicable laws regarding fictitious or assumed name certificates before the effective date to take any action to comply with the new requirements.

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