How Do I Assign a Trade Name in Utah?
Full Question:
Answer:
Utah requires the DBA to be signed by the person owning, and the person carrying on, conducting, or transacting the business. A Doing Business As (DBA) can be either a sole proprietorship or general partnership. It can also be owned by another business entity that wishes to transact business under a assumed name.
A Sole Proprietorship is one individual in business alone. Sole proprietorships are the most common form of business structure. This type of business is simple to form and operate, and may enjoy greater flexibility of management and fewer legal controls. However, the business owner is personally liable for all debts incurred by the business.
A General Partnership is composed of two or more persons who agree to contribute money, labor, and/or skill to a business. Each partner shares the profits, losses, and management of the business, and each partner is personally and equally liable for debts of the partnership. Formal terms of the partnership are usually contained in a written partnership agreement.
You can not amend or merge a DBA, however, you can amend or merge the business entity that owns the DBA. If you wish to convert the DBA to another entity type, you would need to create Articles of Conversion and file that along with the application or articles for the new entity type.
We can assist you with searching to locate forms or we can draft add forms you may need to our database. However, we cannot advise you to use one particular form over another that address the same matter. We can show you what is available. You can take a look at the forms below and see if they fit your need. If they do not, let me know and we may be able to add a form for your need. You may order a form or package by phone by calling Toll Free: 1-(877) 389-0141 - 8:30-5:00 Central Time Zone Monday – Friday.
Please see the following Utah statutes:
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.).
(5)
(a) A certificate filed under this section shall include a portion
that allows the person filing the form to voluntarily disclose the gender
and race of one or more owners of the entity for which the filing is made.
(b) Race shall be indicated under Subsection (5)(a) by selecting from the
categories of race listed in 15 U.S.C. Sec. 631(f).
(c) A person is not required to provide information under
Subsection (5)(a) concerning the gender or race of one or more owners of the entity
for which the filing is made.
(d)
(i) The Division of Corporations and Commercial Code shall compile
information concerning the gender or race included on certificates filed
with the Division of Corporations and Commercial Code.
(ii) Information compiled by the Division of Corporations and Commercial
Code under Subsection (5)(d)(i) may be compiled in a manner determined by
the Division of Corporations and Commercial Code by rules made pursuant to
Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
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.
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).
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.
