Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-1. Filing of business trade name requirements.

(a) No person or persons shall carry on or conduct or transact business in this state under any trade name, or under any designation, name, or style, corporate or otherwise, other than the real name or names of the individual or individuals conducting or transacting business, unless the person or persons shall file, in person, by mail, or electronically with the office of the secretary of state an executed application for a trade name certificate stating:

(1) The name under which the business is, or is to be, conducted or transacted;

(2) The true or real full name or names, both the first name and surname, of the person or persons conducting or transacting the business;

(3) The post office address or addresses of the person or persons applying for the trade name certificate;

(4) The email address of the person or persons applying for the trade name certificate;

(5) The municipality where the business is located; and

(6) The North American Industry Classification System (NAICS) code that best represents the business activity to be conducted.

(b) The trade name shall be distinguishable upon the records of the trade name registry from the name of any trade name on file within the municipality where the business is located, subject to the following:

(1) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state.

(2) The trade name may be the same as the name of a trade name registration that has been canceled by the secretary of state as permitted by this chapter and a restoration statement has not been filed within one year from the date of the cancellation.

(c) Whenever this chapter requires a certificate to be executed and acknowledged, such requirement is satisfied by the signature, without more, of the individual or individuals signing the application, in which case such signature or signatures constitute the affirmations or acknowledgment of the signatory, under penalties of perjury, that the application is that individual’s act and deed and that the facts stated therein are true.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-1.1. Definitions.

For purposes of this chapter, the following definitions apply:

(1) “Business” means an occupation, profession, or employment engaged in for the purpose of seeking a profit.

(2) “Department” means the department of state.

(3) “Distinguishable upon the record” means the standard used by the department of state in its name availability guidelines for domestic entities.

(4) “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(5) “Filing” means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

(6) “Municipality” means and includes any city or town within the state.

(7) “Person” means any individual, partnership, limited liability company, or corporation conducting or having an interest in a business in the state.

(8) “Signature” or “signed” or “executed” means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.

(9) “Trade name” means a word(s) or names(s), or any combination of a word(s) or name(s), used by a person to identify the person’s business that:

(i) Is not, or does not include, the true and real name of all persons conducting the business; or

(ii) Includes words that suggest additional parties of interest such as “company,” “and sons,” or “and associates.”

(10) “True and real name” means:

(i) The last name of an individual coupled with the first name, middle names, initials, or any combination thereof; or

(ii) The designation or identifying name by which an individual is best known and called in the business community where that individual transacts business, if this designation or identifying name is used as that individual’s legal signature.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-2. Indexes — Filing fee — Certified copies as evidence.

The secretary of state shall keep an online register of all persons filing certificates and of all names or styles assumed, referred to in this chapter, and, for the indexing and filing of the certificates, the secretary of state shall charge and collect a fee of twenty dollars ($20.00). A copy of the certificate, duly certified to by the secretary of state, shall be presumptive evidence in all courts in this state of the facts contained in the certificate. The secretary of state shall charge and collect twenty dollars ($20.00) for the issuance of a letter of status.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-3. Corporations — Partnership names.

This chapter shall in no way affect or apply to a duly registered or qualified domestic or foreign corporation, nonprofit corporation, limited liability company, limited liability partnership, limited liability limited partnership, or limited partnership organized under the laws of this state, or to any partnership or joint venture, the name or designation of which includes the true or real surname of at least one individual who is a partner or joint venturer.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-4. Penalty for violations.

Any person or persons carrying on, conducting, or transacting business as mentioned in this chapter who shall fail to comply with the provisions of this chapter shall be imprisoned not exceeding one year, or fined not exceeding five hundred dollars ($500).

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-5. Changes in registration — Filing notice of change.

(a) A notice of change shall be filed with the secretary of state when:

(1) A change occurs in any true and real name of a person conducting a business with a trade name registered under this chapter; or

(2) A change occurs in any mailing address or email address set forth on the registration or any subsequently filed notice of change; or

(3) An addition, deletion, or any change of person or persons conducting business under the registered trade name occurs; or

(4) There is a change in the wording or spelling of the trade name since initial registration or renewal.

(b) A notice of cancellation shall be filed with the secretary of state when use of a trade name is discontinued.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-6. Failure to file.

No person or persons carrying on, conducting, or transacting business under any trade name shall be entitled to maintain any suit in any of the courts of this state until such person or persons have properly completed the registration as provided for in §§ 6-1-1 and 6-1-2. Failure to complete this registration shall not impair the validity of any contract or act of such person or persons and shall not prevent such person or persons from defending any suit in any court of this state.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-7. Renewal or cancellation.

(a) The secretary of state shall require the annual renewal of trade names and establish a process for renewing trade names. Any such renewal process shall allow persons to renew their trade name at the same time they are required to renew their business license, if applicable.

(b) The secretary of state may cancel a person’s trade name upon request of the person to whom the trade name is registered. The secretary of state may also provide for the cancellation of trade names under circumstances as defined by the secretary of state by rule or regulation, which may include failure to renew a trade name under a renewal process as may be established by the secretary of state under the authority of subsection (a) of this section.

(c) The secretary of state shall make a reasonable effort to notify a person that the secretary of state intends to cancel the person’s trade name. This notice is not required when a request for cancellation of a trade name is received by the secretary of state from the person to whom the trade name was registered or the person’s authorized representative.

(1) The secretary of state may comply with this subsection either by mailing the notice to the person’s last known address on record with the secretary of state or by providing the notice electronically in lieu of mail. Such electronic notice may be sent by email to the person’s last known email address on record with the secretary of state. Provided, however, if the secretary of state sends a notice by email and is notified that the email is undeliverable, the secretary of state shall resend the notice by mail to the person’s last known address on record with the secretary of state.

(2) The secretary of state may cancel a trade name unless, within sixty (60) days of sending the notice required under this section, the person files the annual renewal outlined in subsection (a) of this section or meets the other requirements set forth in the cancellation notice as outlined in subsection (b) of this section.

(d) The secretary of state may remove any canceled trade names from its database of trade names.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-8. Restoration statement.

(a) If any person or persons shall have a trade name certificate canceled by the secretary of state, the person or persons may file a restoration statement and pay a twenty-five dollar ($25.00) restoration fee. The restoration statement shall include:

(1) The name under which the business is, or is to be, conducted or transacted;

(2) The true or real full name or names, both the first name and surname, of the person or persons conducting or transacting the business;

(3) The post office address or addresses of the person or persons conducting the business;

(4) The email address of the person or persons conducting the business;

(5) The municipality where the business is located; and

(6) The North American Industry Classification System (NAICS) code that best represents the business activity being conducted.

(b) If, as permitted by the provisions of this chapter, another person has filed a trade name that is not distinguishable upon the records of the secretary of state from the trade name to which the certificate of cancellation is proposed to be restored, then the secretary of state shall condition the restoration of the certificate of cancellation upon the person or persons amending their registration to comply with the provisions of this chapter with respect to the use of a name available to them under this chapter.

Title 6
Commercial Law — General Regulatory Provisions

Chapter 1
Filing of Trade Name

§ 6-1-9. Establishment of database and transfer of assumed business name records.

By August 1, 2025, the secretary of state shall establish a database to house all trade name records. Between August 1, 2025, and September 30, 2025, each municipality shall transfer to the secretary of state its active assumed business name records to be incorporated into the trade name database. Trade name registrations shall be filed with the secretary of state commencing when the municipality’s records have been transferred and indexed within the secretary of state’s database and no later than January 1, 2026.