KRS 365.015: Certificate of assumed name -- Filing with state and county -- Certificate of

withdrawal -- Filing fees.

(1) (a) The real name of an individual shall include his or her surname at birth, or his

or her name as changed by a court of competent jurisdiction, or the surname of

a married woman.

(b) The real name of a domestic:

1. General partnership that is not a limited liability partnership and that has

not filed a statement of partnership authority is that name which includes

the real name of each of the partners;

2. General partnership that is not a limited liability partnership and that has

filed a statement of partnership authority is the name set forth on the

statement of partnership authority;

3. General partnership that is a limited liability partn ership is the name

stated on the statement of qualification filed pursuant to KRS 362.1 -931

or predecessor law;

4. Limited partnership is that name stated in its certificate of limited

partnership filed pursuant to KRS 362.2-201 or predecessor law;

5. Business trust or statutory trust is the name set forth in the declaration of

trust;

6. Corporation is the name set forth in its articles of incorporation;

7. Limited liability company is the name set forth in its articles of

organization;

8. Limited cooperative association is the name set forth in its articles of

association; and

9. Unincorporated nonprofit association that has filed a certificate of

association is the name set forth in the certificate of association and, if

no certificate of association has b een filed, the name under which the

unincorporated nonprofit association generally acts.

(c) The real name of a foreign:

1. General partnership is the name recognized by the laws of the

jurisdiction under which it is formed as being the real name;

2. Limited liability partnership is the name stated in its statement of foreign

qualification filed pursuant to KRS 362.1-952 or predecessor law;

3. Limited partnership is the name set forth in its certificate of limited

partnership or the fictitious name adopted for use in this Commonwealth

under KRS 14A.3-010 to 14A.3-050 or predecessor law;

4. Business trust or statutory trust is the name recognized by the laws of the

jurisdiction under which it is formed as being the real name of the

business trust or stat utory trust or the fictitious name adopted for use in

this Commonwealth under Subchapter 3 of KRS Chapter 14A;

5. Corporation, including a cooperative or association that is incorporated,

is the name set forth in its articles of incorporation or the fictit ious name

adopted for use in this Commonwealth under KRS 14A.3 -010 to 14A.3-

050 or predecessor law;

6. Limited liability company is the name set forth in its articles of

organization or the fictitious name adopted for use in this

Commonwealth under KRS 14A .3-010 to 14A.3 -050 or predecessor

law;

7. Limited cooperative association is the name set forth in its articles of

association or the fictitious name adopted for use in this Commonwealth

under KRS 14A.3-010 to 14A.3-050 or predecessor law; and

8. Unincorporated nonprofit association is the name recognized by the laws

of the jurisdiction under which it is organized as being the real name.

(2) (a) No individual, general partnership, limited partnership, business or statutory

trust, corporation, limited liabi lity company, limited cooperative association,

or unincorporated nonprofit association that has filed a certificate of

association shall conduct or transact business in this Commonwealth under an

assumed name or any style other than his, her, or its real n ame, as defined in

subsection (1) of this section, unless such individual, general partnership,

limited partnership, business or statutory trust, corporation, limited liability

company, limited cooperative association, or unincorporated nonprofit

association that has filed a certificate of association has filed a certificate of

assumed name;

(b) The certificate shall state the assumed name under which the business will be

conducted or transacted, the real name of the individual, general partnership,

limited partnership, business or statutory trust, corporation, limited liability

company, limited cooperative association, or unincorporated nonprofit

association that has filed a certificate of association and his, her, or its address,

including street and number, if any;

(c) A separate certificate shall be filed for each assumed name;

(d) No certificate to be filed with the Secretary of State shall set forth an assumed

name which is not distinguishable upon the records of the Secretary of State

from any other na me previously filed and on record with the Secretary of

State;

(e) The certificate shall be executed for an individual, by the individual, and

otherwise as provided by KRS 14A.2-020.

(3) Each certificate of assumed name for an individual shall be filed wit h the county

clerk where the person maintains his or her principal place of business. Each

certificate of assumed name for a general partnership, limited partnership, business

or statutory trust, corporation, limited liability company, or limited cooperati ve

association shall be delivered to the Secretary of State for filing, accompanied by

one (1) exact or conformed copy. One (1) of the exact or conformed copies stamped

as "filed" by the Secretary of State shall be filed with the county clerk of the county

where the entity maintains its registered agent for service of process or, if no

registered agent for service of process is required, then with the county clerk of the

county where the entity maintains its principal office. If the entity does not maintain

a registered agent for service of process and does not maintain a principal office in

this Commonwealth, then the certificate of assumed name shall be filed only with

the Secretary of State.

(4) An assumed name shall be effective for a term of five (5) ye ars from the date of

filing and may be renewed for successive terms upon filing a renewal certificate

within six (6) months prior to the expiration of the term, in the same manner of

filing the original certificate as set out in subsection (3) of this sect ion. Any

certificate in effect on July 15, 1998, shall continue in effect for five (5) years and

may be renewed by filing a renewal certificate with the Secretary of State.

(5) Upon discontinuing the use of an assumed name, the certificate shall be withdra wn

by filing a certificate in the office wherein the original certificate of assumed name

was filed. The certificate of withdrawal shall state the assumed name, the real name

and address of the party formerly transacting business under the assumed name and

the date upon which the original certificate was filed. The certificate of withdrawal

shall be signed for an individual by the individual or his or her agent and otherwise

as provided in KRS 14A.2-020.

(6) A general partnership, except a limited liability partnership, shall amend an

assumed name certificate to reflect a change in the identity of partners. The

amendment shall set forth:

(a) The assumed name and date of original filing;

(b) A statement setting out the changes in identity of the partners; and

(c) Shall be signed by at least one (1) partner authorized to do so by the partners.

(7) The filing of a certificate of assumed name shall not automatically prevent the use

of that name or protect that name from use by other persons.

(8) In the event of t he merger or conversion of a partnership, limited partnership,

business or statutory trust, corporation, limited liability company, or limited

cooperative association, any certificate of assumed name filed by a party to a merger

or conversion shall remain in full force and effect, as provided in subsection (4) of

this section, as if originally filed by the business organization which survives the

merger or conversion.

(9) A certificate of assumed name may be amended to revise the real name or the

address of the person or business organization holding the certificate of assumed

name.

(10) A certificate of assumed name, or its amendment or cancellation, shall be effective

on the date it is filed, as evidenced by the Secretary of State's date and time

endorsement on the original document, or at a time specified in the document as its

effective time on the date it is filed. The document may specify a delayed effective

time and date and, if it does so, the document shall become effective at the time and

date speci fied. If a delayed effective date but no time is specified, the document

shall be effective at the close of business on that date. A delayed effective date for a

document shall not be later than the ninetieth day after the date it is filed.

(11) The county clerk shall receive a fee pursuant to KRS 64.012 for filing each

certificate, and the Secretary of State shall receive a fee of twenty dollars ($20) for

filing each certificate, amendment, and renewal certificate.

(12) A series entity, as defined in KRS 14A.1 -070, may, on behalf of any series thereof,

file a certificate of assumed name. The certificate shall provide that the assumed

name is adopted on behalf of a series of the series entity and not on behalf of the

series entity itself, but the certificate of assumed name shall be recorded on the

records of the Secretary of State as being that of the series entity.