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[Utah Code Table of Contents]
[TITLE 42. Table of Contents]
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.).
1999
42-2-6 Change in persons transacting business under assumed name.
An amended certificate shall be filed with the Division
of Corporations and Commercial Code not later than 30 days
after any change in the person or persons owning, carrying
on, conducting, or transacting such business or a change
in the registered agent or office of the business or in any
information required to be filed with the Division of Corporations
and Commercial Code under this act.
1984
42-2-6.6 Assumed name.
(1) The assumed name:
(a) may not contain any word or phrase that indicates or implies that the business is organized for any purpose other than one or more of the purposes contained in its application;
(b) shall be distinguishable from any registered name or trademark of record in the offices of the Division of Corporations and Commercial Code, as defined in Subsection 16-10a-401 (5), except as authorized by the Division of Corporations and Commercial Code pursuant to Subsection (2);
(c) without the written consent of the United States Olympic Committee, may not contain the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius";
(d) without the written consent of the Division of Consumer Protection issued in accordance with Section 13-34-114 , may not contain the words:
(i) "university";
(ii) "college"; or
(iii) "institute"; and
(e) an assumed name authorized for use in this state on or after May 1, 2000, may not contain the words:
(i) "incorporated";
(ii) "inc."; or
(iii) a variation of "incorporated" or "inc."
(2) Notwithstanding Subsection (1)(e), an assumed name may contain a word listed in Subsection (1)(e) if the Division of Corporations and Commercial Code authorizes the use of the name by a corporation as defined in:
(a) Subsection 16-6a-102 (25);
(b) Subsection 16-6a-102 (33);
(c) Subsection 16-10a-102 (11); or
(d) Subsection 16-10a-102 (20).
(3) The Division of Corporations and Commercial Code shall authorize the use of the name applied for if:
(a) the name is distinguishable from one or more of the names and trademarks that are on the division's records; or
(b) the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(4) The assumed name, for purposes of recordation, shall be either translated into English or transliterated into letters of the English alphabet if it is not in English.
(5) The Division of Corporations and Commercial Code may not approve an application for an assumed name to any person violating this section.
(6) The director of the Division of Corporations and Commercial Code shall have the power and authority reasonably necessary to interpret and efficiently administer this section and to perform the duties imposed on the division by this section.
(7) A name that implies by any word in the name that it is an agency of the state or of any of its political subdivisions, if it is not actually such a legally established agency, may not be approved for filing by the Division of Corporations and Commercial Code.
(8) Section 16-10a-403 applies to this chapter.
(9) (a) The requirements of Subsection (1)(d) do not apply to a person who filed a certificate of assumed and of true name with the Division of Corporations and Commercial Code on or before May 4, 1998, until December 31, 1998.
(b) On or after January 1, 1999, any person who carries
on, conducts, or transacts business in this state under an
assumed name shall comply with the requirements of Subsection
(1)(d).
2006
42-2-7 Index - Fees - Evidence.
(1) The Division of Corporations and Commercial Code shall:
(a) keep an active alphabetical index of all persons filing the certificates provided for in this chapter; and
(b) collect the required indexing and filing fees.
(2) A copy of any such certificate certified by the Division
of Corporations and Commercial Code shall be presumptive
evidence of the facts contained in the certificate.
1988
42-2-8 Expiration of filing - Notice - Removal from active index.
A filing under this chapter shall be effective for a period
of three years from the date of filing. At the expiration
of that period, if no new filing is made by or on behalf
of the person who made the original filing, the Division
of Corporations and Commercial Code shall send a notice by
regular mail, postage prepaid, to the address shown in the
filing indicating that it has expired. If no new filing is
made within 30 days after the date of mailing the notice,
the Division of Corporations and Commercial Code shall remove
the name from the active alphabetical index, and place it
on a permanent inactive alphabetical index.
1987
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) (a) This chapter does not affect the statutory or common law trademark, service mark, or trade name rights granted by state or federal statute.
(b) An act listed in Subsection (2)(c) of itself does not authorize the use in this state of an assumed name in violation of the rights of another as established under:
(i) this chapter;
(ii) Title 70, Chapter 3a, Registration and Protection of Trademarks and Service Marks Act;
(iii) the state law relating to names of corporations, partnerships, and other legal business entities;
(iv) the federal Trademark Act of 1946, 15 U.S.C. Section 1051 et seq.; or
(v) the common law, including rights in a trade name.
(c) Subsection (2)(b) applies to:
(i) a filing under this chapter;
(ii) an approval by the Division of Corporations and Commercial Code pursuant to this chapter; or
(iii) the use of an assumed name.
(3) This chapter does not affect or apply to any limited
liability company doing business in this state under its
true name.
2002
42-2-10 Penalties.
Any person who carries on, conducts, or transacts business under an assumed name without having complied with the provisions of this chapter, and until the provisions of this chapter are complied with:
(1) shall not sue, prosecute, or maintain any action, suit, counterclaim, cross complaint, or proceeding in any of the courts of this state; and
(2) may be subject to a penalty in the form of a late
filing fee determined by the division director in an amount
not to exceed three times the fees charged under Section
42-2-7
and established under Section
63-38-3.2
.
1994
42-2-11 Persons doing business under assumed name to have registered office and registered agent - Penalties - Presumption of registered agent.
(1) (a) Any person conducting or transacting business in this state under an assumed name under this chapter shall, for service of process purposes, comply with and be subject to Sections 16-10a-501 through 16-10a-504 , as though he were a corporation.
(b) If the person conducting business or transacting business in this state under an assumed name under this chapter is a foreign corporation, it must be qualified to conduct or transact business under the provisions of Sections 16-10a-1501 through 16-10a-1511 .
(2) If a person fails to maintain a registered office or registered agent as required by Sections 16-10a-501 and 16-10a-502 , the Division of Corporations and Commercial Code shall mail a notice to him that the filing will be canceled if a registered office and registered agent are not designated. If the registered office and registered agent are not designated within 30 days after the date of mailing the notice, the Division of Corporations and Commercial Code shall remove the name from the alphabetical index, place it on a permanent inactive alphabetical index, and mail a notice to the applicant that the filing has been canceled.
(3) The person filing a certificate under Section
42-2-5
shall be presumed to be the registered agent
if the person is a resident of this state, and the person's
Utah address shall be presumed to be the registered office
for purposes of this chapter.
1992
