Assumed Name Certificate {503}

Form 503--General Information (Assumed Name Certificate) The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary A domestic or foreign corporation, limited liability company, limited partnership, limited liability partnership, or other foreign filing entity that regularly conducts business or renders a professional service in this state under a name other than its legal name (the name stated in its certificate of formation or comparable document) must file an assumed name certificate with the secretary of state and with the county clerk in the appropriate county. (Texas Business & Commerce Code [TBCC] § 71.103). Effect of Filing: The effect of filing is to give notice to the public that the entity is conducting business under that name. The filing of an assumed name shall not constitute actual use of the assumed name for determining priority of name; nor does the filing of assumed name give the registrant any right to use the name when contrary to the common law or statutory right of unfair competition, unfair trade practices, common law copyright or similar law (TBCC § 71.157). Since the filing is a notice filing, the secretary of state does not have the authority to review the name of the certificate to determine if the filing conflicts with another name on file with this office. Changes to Information: There is no procedure for an amendment to or correction of an assumed name certificate. If there is a material change in the information on the certificate, a new certificate should be filed (TBCC § 71.152). The new certificate should be filed within 60 days after the occurrence of the events which necessitate the filing. An event that causes the information contained in a certificate to become materially misleading includes a change in the name or form of business of the assumed name registrant. Duration: The assumed name certificate shall be effective for a term not to exceed ten years from the date the certificate is filed and may be renewed by filing a new certificate within six months of the expiration of the original certificate (TBCC § 71.151). A registrant may abandon the assumed name certificate before the expiration of the period of duration by filing an abandonment of the certificate (Form 504). Noncompliance: The TBCC in sections 71.201 through 71.203 provides both civil and criminal penalties for failure to file the assumed name certificate. This form has been drafted for filing with the secretary of state. Assumed name certificates filed with the county clerk must be notarized and contain original signatures. Consequently, this form does not satisfy county filing requirements. An assumed name certificate filed with the county clerk must be sent directly to the appropriate county clerk and not to the secretary of state. Instructions for Form Item 1--Assumed Name: The assumed name certificate must state the assumed name under which the business or professional service is or is to be conducted. An entity may conduct business or professional services under multiple assumed names, but a separate assumed name certificate must be filed for each assumed name. Please note that if the name entered as the assumed name in item 1 1 American LegalNet, Inc. www.FormsWorkFlow.com Form 503 is exactly the same as the legal name of the entity on file with the secretary of state, the certificate will be rejected for failing to provide an assumed name. Item 2--Entity Name: The assumed name certificate must contain the legal name of the entity as contained in its certificate of formation or comparable document filed with the secretary of state. An incorporated entity, such as a bank or trust company, whose organizational documents are not filed with the secretary of state, would set forth the legal name of the entity as contained in its organizational documents. Items 3 and 4--Type of Entity and File Number: Identify the type of entity that is filing the assumed name. If there is not a check box that applies to the entity, check "other" and then specify the type of entity in the space provided. It is recommended that the file number, if any, assigned by the secretary of state be provided to facilitate processing of the document. Item 5--Jurisdiction: The certificate must state the jurisdiction of formation of the entity filing the assumed name certificate. Item 6--Principal Office Address: Provide the street or mailing address of entity's principal office. Item 7--Period of Duration: An assumed name certificate is effective for a term not to exceed a period of ten years from the date of filing the certificate. Check the applicable box to specify the duration which the entity determines should be the duration of the filing of the assumed name certificate. The entity may opt to make the duration the maximum period of ten years, a period of less than ten years or until a date certain which date is not more than ten years from the date of filing. Item 8--County or Counties in which the Assumed Name Used: The assumed name certificate is required to state the counties in which the assumed name will be used. If the entity will potentially use the assumed name in all counties in Texas, check the box for "All." If the entity wishes to exclude certain counties but will use the assumed names in most counties, check the box for "All counties with the exception of the following counties" and list the excluded counties. If the entity will only conduct business in specific counties, check the box for "Only the following counties" and list those specific counties. County Level Filings: An assumed name certificate will not be required to be filed in each county listed or each county in which the entity conducts business under the assumed name. An entity that has a registered office address in Texas files an assumed name certificate in the office of the county clerk of the county in which the entity maintains its principal office address in Texas. If the entity does not have a principal office address in Texas, the assumed name certificate would be filed in the county in which the entity maintains its registered office address. A Texas entity that is not required to have or that does not maintain a registered office address in Texas, such as a Texas limited liability partnership or bank, would file its assumed