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2017 SESSION
17102749DBe it enacted by the General Assembly of Virginia:
1. That §§ 59.1-69, 59.1-70, and 59.1-74 of the Code of Virginia are amended and reenacted as follows:
§ 59.1-69. Certificate required of individual or entity transacting business under assumed or fictitious name; filing certificate.
A. As used in this chapter unless the context requires a different meaning:
"Certificate" means an assumed or fictitious name certificate that complies with the requirements of subdivision B 1.
"Entity" means a partnership, registered limited liability partnership required to register under Article 9 (§ 50-73.132 et seq.) of Chapter 2.2 of Title 50, limited partnership filing a certificate under § 50-73.11, foreign limited partnership required to register with the Commission under § 50-73.54, limited liability company, or corporation.
B. No person, partnership, limited
liability company individual
or corporation entity
shall conduct or transact business in this the Commonwealth under any
assumed or fictitious name unless such person,
partnership, limited liability company individual
or corporation shall sign entity:
1. Signs
and acknowledge a certificate setting forth the:
a. The
name under which such business is to be conducted or transacted, and the;
b. The names
of each person, partnership, limited
liability company individual
or corporation entity owning the same, with
their respective post-office and residence addresses (; and, (i) when the
partnership or limited liability company
c. If the entity
is a:
(1) A
foreign limited partnership or limited liability company, the date of the
certificate of registration to transact business in this the Commonwealth issued to it
by the State Corporation Commission,; or (ii) when
the corporation is a
(2) A
foreign corporation, the date of the certificate of authority to transact
business in this the
Commonwealth issued to it by the State Corporation Commission),;
and file
2. Files
the same in certificate:
a. Prior to October 1, 2018, in the office of the clerk of the court in which deeds are recorded in the county or city wherein the business is to be conducted; or
b. On and after October 1, 2018, only in the office of the clerk of the State Corporation Commission as provided under clause (ii) of subsection A of § 59.1-70.
C. If an individual or entity has filed prior to October 1, 2018, a certificate in the office of each clerk of court wherein its business is to be conducted, the individual or entity may but shall not be required after that date to file the certificate after October 1, 2018, in the office of the clerk of the State Corporation Commission.
B. D. No person, partnership, limited
liability company individual
or corporation entity shall use an assumed or
fictitious name in the conduct of its business to intentionally misrepresent
the geographic origin or location of any such person individual or entity.
§ 59.1-70. Filing certificate with clerk of State Corporation Commission; fee; release certificate.
A. When business is conducted in this the Commonwealth under an
assumed or fictitious name by a limited partnership filing
a certificate under § 50-73.11, by a foreign limited partnership required to
register with the Commission under § 50-73.54, or by a limited liability
company or corporation such domestic or foreign limited partnership, limited
liability company or corporation (i) an
entity, the entity
shall file in the office of the clerk of the State Corporation Commission, prior to October 1, 2018,
a copy of the certificate described in § 59.1-69 filed under subdivision B 2 a of §
59.1-69, duly attested by the clerk of the court in which
the original is on file, and (ii) an
individual or an entity, the individual or entity shall file in the office of
the clerk of the State Corporation Commission, on or after October 1, 2018,
the original of the certificate. The State
Corporation Commission shall charge a ten-dollar
fee of $10 for the filing of a fictitious or an assumed name the certificate.
B. When business is no longer conducted in this the Commonwealth under an
assumed or fictitious name by a limited partnership filing
a certificate under § 50-73.11, by a foreign limited partnership required to
register with the Commission under § 50-73.54, or by a limited liability
company or corporation an individual
or entity that has filed an assumed or
fictitious name certificate, the domestic or foreign limited partnership, limited
liability company individual
or corporation entity may file with the clerk
of the State Corporation Commission a copy of a
release certificate. If the assumed or
fictitious name certificate has been filed in the office
of a clerk of court under subdivision
B 2 a of § 59.1-69, the
release certificate shall be duly attested by the clerk of
the court in which the assumed or fictitious name
certificate is on file. The State Corporation Commission
shall charge a ten-dollar fee of $10 for the filing of such the release
certificate.
§ 59.1-74. Recordation of certificate and registration of names.
A. The
clerk of court with whom the a
certificate provided for in § 59.1-69 is
filed shall keep (i) a
book in which all such
certificates shall be recorded, with their date of record, and shall keep (ii)
a register in which shall be entered in alphabetical order the name under which
every such business identified in a certificate is
conducted and the names of every person individual or entity owning
the same business.
The clerk shall be entitled to a fee of ten dollars $10 for filing and recording such each
certificate and entering such names.
B. No
license shall be issued by the a Commissioner of the Revenue
until the a
certificate has been made and filed (i) in
the clerk's office of the clerk of court if
required under subdivision B 2 a of § 59.1-69 or (ii) in the office
of the clerk of the State Corporation Commission if required
by subsection B 2 b of § 59.1-69,
and evidence of same produced before him the filing has been provided to
the Commissioner of the Revenue.
2. That the provisions of this act shall become effective on October 1, 2017.