§ 66-68. Certificate to be filed; contents; exemption of certain partnerships and limited liability companies engaged in rendering professional services; withdrawal or transfer of assumed name.
Article14.
Business under AssumedName Regulated.
§ 66‑68. Certificate tobe filed; contents; exemption of certain partnerships and limited liabilitycompanies engaged in rendering professional services; withdrawal or transfer ofassumed name.
(a) Unless exempt undersubsection (e) hereof, before any person or partnership engages in business inany county in this State under an assumed name or under any designation, nameor style other than the real name of the owner or owners thereof, before anylimited partnership engaged in business in any county in this State other thanunder the name set out in the Certificate filed with the Office of theSecretary of State, before any limited liability company engages in business inany county other than under the name set out in the articles of organizationfiled with the Office of the Secretary of State, or before a corporationengages in business in any county other than under its corporate name, suchperson, partnership, limited partnership, limited liability company, orcorporation must file in the office of the register of deeds of such county acertificate giving the following information:
(1) The name under whichthe business is to be conducted; and
(2) The name and addressof the owner, or if there is more than one owner, the name and address of each.
(b) If the owner is anindividual or a partnership, the certificate must be signed and dulyacknowledged by the individual owner, or by each general partner. If the owneris a corporation or limited liability company, it must be signed in the name ofthe corporation or limited liability company and duly acknowledged as providedby G.S. 47‑41.01 or G.S. 47‑41.02.
(c) Whenever a generalpartner withdraws from or a new general partner joins a partnership, a newcertificate shall be filed. For limited partnerships, the requirement of thissubsection (c) shall be deemed satisfied if the partnership is identified asthe owner as provided in subsection (a) and the partnership's certificate oflimited partnership is amended as provided in G.S. 59‑202.
(d) It is not necessarythat any person, partnership, limited liability company, or corporation filesuch certificate in any county where no place of business is maintained andwhere the only business done in such county is the sale of goods by sample orby traveling agents or by mail.
(e) Any partnership orlimited liability company engaged in rendering professional services, asdefined in G.S. 55B‑2(6), in this State, shall be exempt from therequirements of this section if it shall file annually with the licensing boardresponsible for regulating the rendering of such professional services, or atsuch intervals as shall be designated from time to time by such licensingboard, a listing of the names and addresses of its partners or members. Thelisting shall be open to public inspection during normal working hours.
(f) Any person,partnership, limited liability company, or corporation executing and filing acertificate of assumed name as required by this section may, upon ceasing toengage in business in this State under the assumed name, withdraw the assumedname or transfer the assumed name to any other person, partnership, orcorporation by filing in the office of the register of deeds of the county inwhich the certificate of assumed name is filed a certificate of withdrawal or acertificate of transfer executed as provided in subsection (b) of this sectionand setting forth:
(1) The assumed namebeing withdrawn or transferred;
(2) The date of filingof the certificate of assumed name;
(3) The name and addressof the owner or owners of the business;
(4) A statement thatsuch owner or owners have ceased engaging in business under the assumed name;
(5) If the assumed nameis to be withdrawn, the effective date (which shall be a date certain but notmore than 20 days from the date of filing) of the withdrawal if it is not to beeffective upon the filing of the certificate of withdrawal; and
(6) If the assumed nameis to be transferred, the name and address of the transferee or transferees,and the effective date (which shall be a date certain but not more than 20 daysfrom the date of filing) of the transfer if it is not to be effective upon thefiling of the certificate of transfer. This subsection does not relieve atransferee of the obligation to file a certificate of assumed name as requiredby this Article. (1913, c. 77, s. 1; C.S., s. 3288; 1951, c. 381, ss.3, 7; 1967, c. 823, s. 28; 1977, c. 384; 1985, c. 264; 1987, c. 723, ss. 1, 2;1987 (Reg. Sess., 1988), c. 1031, s. 4; 1991 (Reg. Sess., 1992), c. 1030, s.18; 1999‑189, s. 6; 2000‑140, s. 101(t).)