Mandatory Re-Filing of Assumed Business Names

In 2017, North Carolina enacted the new Assumed Business Name Act (the “Act”). Our prior article about the Act can be found here. While the Act largely went into effect with little fanfare, this year has significant consequences to businesses operating under an assumed name.

As a result of the Act, any business that is currently operating under an assumed name must re-file a new Certificate of Assumed Business Name on or before December 1, 2022. After this date, all existing (i.e. those filed before 12/1/2017) certificates will be deemed invalid and expired unless a re-filing has taken place. Of course, if a business is operating under an assumed name and has not already filed a certificate, then one should be filed immediately.

Under the Act all Assumed Business Name Certificates must include:

  1. The assumed business name.
  2. A real name of the person engaging in business under the assumed business name.
  3. The nature of the business.
  4. The street address of the principal place of business.
  5. Each county where the person uses or will be using the assumed business name to engage in business.

Any person who fails to file an assumed business name certificate is liable for the reasonable expenses, including attorneys’ fees, incurred by any person who is injured by the failure when trying to ascertain the information stated in the assumed business name certificate.

The assumed name certificate must be filed with the Register of Deeds in the county where the business operates. Under the Act, a business has the option to file simultaneously in every county or any combination of counties in North Carolina with a single filing. This is a great option for businesses with statewide exposure or looking to expand. In addition, up to five assumed names can be filed in a single certificate, as long as they are for the same business making the filing. There is now a searchable electronic database available here through the NC Secretary of State’s website. The electronic database provides easy access to search for assumed names filed on or after December 1, 2017.

Unfortunately, no formal notice or announcement will be sent to existing holders of assumed names informing them of the requirement to re-file their assumed name by December 1, 2022. Business owners need to be proactive and go ahead and re-file a new assumed name certificate with the Register of Deeds prior to the deadline. Fortunately, the NC Secretary of State’s website has downloadable forms to make re-filing simpler and feel free to contact one of our business attorneys for additional help.

Christopher W. Genheimer is a member of the Carruthers & Roth business, tax and estate planning practice where he works with a wide variety of individuals, high net worth families, entrepreneurs and closely-held family owned businesses. He focuses on helping clients with all aspects of forming, operating and transitioning family owned and closely held businesses, with an emphasis on buying and selling businesses. Chris may be reached at 336-478-1156 or cwg@crlaw.com.

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Mandatory Re-Filing of Assumed Business Names (PDF)

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