If you own a corporation or limited liability company in North Carolina and your company is conducting business under a name other than what name is filed for your company in the Articles of Incorporation/Organization with the North Carolina Secretary of State, then your corporation or LLC is operating under an assumed business name. If you are operating under an assumed business name, then you are required by statute to file a Certificate of Assumed Business Name with the Register of Deeds. The purpose of this requirement of filing a Certificate of Assumed Business Name is to provide the general public a means of determining the real name of the corporation or LLC with which they are transacting business.
Under old North Carolina law, a business operating under an assumed name was required to file a separate Certificate of Assumed Name in every county in which they conducted business. Under current North Carolina law, a business is now allowed to file one Certificate of Assumed Business Name in only one of the counties in which it does business and include all other counties in which it does business in North Carolina on the same Certificate. Pursuant to the current North Carolina law, the general public is now able to access a statewide, central database of all the filed Certificates of Assumed Business Name via the North Carolina Secretary of State’s website (www.sosncgov).
If your business expands its operations into a new county not presently identified on the filed Certificate of Assumed Business Name, then you should file an amended Certificate in the same Register of Deeds office in which the original Certificate was filed. The same requirement to file an amended Certificate applies if any of the following occurs in your business: you no longer engage in business using the assumed business name in a county previously identified on a filed Certificate; you change the assumed business name; you change the principal address or mailing address of your business; you change the nature of your business; you sell your entire business to a third party such that the business is under new ownership. The current North Carolina law requires that an amended Certificate be filed within 60 days after a change has occurred.
The current North Carolina law provides that all old Certificates of Assumed Name filed under the old law will expire on December 1, 2022. So, if you have filed an old Certificate of Assumed Name prior to December 1, 2017, you will be required to file a new Certificate of Assumed Business Name on or before December 1, 2022. By statute, all Certificates filed on or after December 1, 2017, will be filed in accordance with the new statute and will not expire on December 1, 2022.
If you have questions or need assistance with filing a Certificate of Assumed Business Name under the current statute, please contact our firm, Connors Morgan, PLLC, and one of our attorneys will be happy to assist you.