NRS: CHAPTER 602 - DOING BUSINESS UNDER ASSUMED OR FICTITIOUS NAME

[Rev. 6/29/2024 4:37:42 PM--2023]

CHAPTER 602 - DOING BUSINESS UNDER ASSUMED OR FICTITIOUS NAME

NRS 602.010 Filing of certificate with county clerk; certain series of members of limited-liability company deemed to be doing business in State under assumed or fictitious name.

NRS 602.017 Limitations on adoption of certain fictitious names; county clerk prohibited from accepting violative certificates.

NRS 602.020 Contents and requirements of certificate and renewal certificate.

NRS 602.030 Time for filing certificate.

NRS 602.035 Authority of county to provide for expiration of certificate; filing of renewal certificate; notice to persons who have filed certificates.

NRS 602.040 Filing of new certificate upon change in partner or trustee.

NRS 602.050 Index of assumed or fictitious names: Maintenance by county clerk; contents.

NRS 602.055 Certificate of termination.

NRS 602.060 Certified copies of certificate and register entries prima facie evidence.

NRS 602.070 Commencement of action barred when certificate not filed.

NRS 602.080 Applicability of chapter to certain partnerships.

NRS 602.085 Applicability of chapter to natural persons.

NRS 602.090 Penalty.

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NRS 602.010 Filing of certificate with county clerk; certain series of members of limited-liability company deemed to be doing business in State under assumed or fictitious name.

1. Every person doing business in this State under an assumed or fictitious name that is in any way different from the legal name of each person who owns an interest in the business must file with the county clerk of each county in which the business is being conducted a certificate containing the information required by NRS 602.020.

2. A person intending to conduct a business under an assumed or fictitious name may, before initiating the conduct of the business, file a certificate with the county clerk of each county in which the business is intended to be conducted.

3. A series created pursuant to NRS 86.296 and doing business in this State shall be deemed to be doing business in this State under an assumed or fictitious name that is different from the legal name of each person who owns an interest in the business, if the name of the series does not indicate:

(a) That it is a series; and

(b) The name of the limited-liability company which authorized the creation of the series pursuant to NRS 86.296.

[Part 1:156:1923; NCL § 4450]—(NRS A 1969, 67; 1973, 545; 1993, 1022; 2001, 810; 2003, 3190; 2017, 2796)

NRS 602.017 Limitations on adoption of certain fictitious names; county clerk prohibited from accepting violative certificates.

1. No person may adopt any fictitious name which includes “Corporation,” “Corp.,” “Incorporated” or “Inc.” in its title, unless that person is a corporation organized or qualified to do business pursuant to the laws of this State.

2. No person may adopt any fictitious name which includes “Limited-Liability Company,” “Limited Liability Company,” “Limited Company” or the abbreviation “L.L.C.,” “L.C.,” “LLC” or “LC” in its title, unless that person is a limited-liability company organized or registered to do business pursuant to the laws of this State.

3. No person may adopt any fictitious name which includes “Business Trust” or the abbreviation “B.T.” or “BT” in its title, unless that person is a business trust organized or registered to do business pursuant to the laws of this State.

4. No person may adopt any fictitious name which includes “Professional Corporation” or the abbreviation “Prof. Corp.,” “P.C.” or “PC” or the word “Chartered” or the abbreviation “Chtd.” in its title, unless that person is a professional corporation organized to do business pursuant to the laws of this State.

5. No person may adopt any fictitious name which includes “Professional Association,” “Professional Organization” or the abbreviation “Prof. Ass’n” or “Prof. Org.” in its title, unless that person is a professional association organized to do business pursuant to the laws of this State.

6. No person may adopt any fictitious name which includes “Limited” or the abbreviation “Ltd.” in its title, unless that person is a corporation, limited-liability company, registered limited-liability partnership, limited partnership or professional corporation organized, qualified or registered to do business pursuant to the laws of this State.

7. No person may adopt any fictitious name which imitates or reasonably causes another person to believe the fictitious name is the name of, or a name associated with, a government, governmental agency, political subdivision of a government, federally recognized Indian tribe or nation or any other governmental entity found within this State, another state or the United States.

8. No natural person may adopt any fictitious name which appears to be the name of a natural person unless the name includes an additional word or words which indicate that the fictitious name is not the name of a natural person.

9. No county clerk may accept for filing a certificate which violates any provision of this chapter.

(Added to NRS by 1981, 240; A 2005, 2209; 2017, 626)

NRS 602.020 Contents and requirements of certificate and renewal certificate.

1. A certificate filed pursuant to NRS 602.010 or a renewal certificate filed pursuant to NRS 602.035 must state the assumed or fictitious name under which the business is being conducted or is intended to be conducted, and if conducted by:

(a) A natural person:

(1) His or her full name;

(2) The street address of his or her residence or business; and

(3) If the mailing address is different from the street address, the mailing address of his or her residence or business;

(b) An artificial person:

(1) Its name; and

(2) Its mailing address;

(1) The full name of each partner who is a natural person;

(2) The street address of the residence or business of each partner who is a natural person;

(3) If the mailing address is different from the street address, the mailing address of the residence or business of each partner who is a natural person; and

(4) If one or more of the partners is an artificial person described in paragraph (b), the information required by paragraph (b) for each such partner;

(d) A trust:

(1) The full name of each trustee of the trust;

(2) The street address of the residence or business of each trustee of the trust; and

(3) If the mailing address is different from the street address, the mailing address of the residence or business of each trustee of the trust; or

(e) A series created pursuant to NRS 86.296:

(1) The name of the limited-liability company which authorized the creation of the series;

(2) The street address of the limited-liability company which authorized the creation of the series; and

(3) If the mailing address is different from the street address, the mailing address of the limited-liability company which authorized the creation of the series.

2. The certificate must be:

(a) Signed:

(1) In the case of a natural person, by that natural person;

(2) In the case of an artificial person, by an officer, director, manager, general partner, trustee or other natural person having the authority to bind the artificial person to a contract;

(3) In the case of a general partnership, by each of the partners who is a natural person and, if one or more of the partners is an artificial person described in subparagraph (2), by the person described in subparagraph (2);

(4) In the case of a trust, by each of the trustees; or

(5) In the case of a series created pursuant to NRS 86.296, by:

(I) One or more managers of the series, if the series is managed by a manager or managers;

(II) Any member associated with the series, if the series is managed by the members associated with the series;

(III) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a manager or managers of the series, if the series is managed by a manager or managers; or

(IV) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a member associated with the series, if the series is managed by its members; and

(b) Notarized, unless the board of county commissioners of the county adopts an ordinance providing that the certificate may be filed without being notarized.

3. As used in this section:

(a) “Artificial person” means any organization organized under the law of the United States, any foreign country, or a state, province, territory, possession, commonwealth or dependency of the United States or any foreign country, and as to which the government, state, province, territory, possession, commonwealth or dependency must maintain a record showing the organization to have been organized.

(b) “Record” means information which is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

[Part 1:156:1923; NCL § 4450] + [2:156:1923; NCL § 4451]—(NRS A 1969, 67; 1993, 1022; 2001, 810; 2003, 3191; 2009, 1729; 2015, 2673, 3371; 2017, 2796)

NRS 602.030 Time for filing certificate. The certificate must be filed no later than 1 month after the commencement of business under an assumed or fictitious name.

[Part 3:156:1923; NCL § 4452]—(NRS A 1969, 67; 1973, 545; 1993, 1023)

NRS 602.035 Authority of county to provide for expiration of certificate; filing of renewal certificate; notice to persons who have filed certificates.

1. The board of county commissioners of a county may provide, by ordinance, that a certificate filed with the county clerk pursuant to NRS 602.010 expires 5 years after it is filed.

2. If such an ordinance is adopted, on or before the expiration of the certificate, the person doing business in the county under an assumed or fictitious name that does not indicate the real name of each person who owns an interest in the business must file a renewal certificate containing the information required by NRS 602.020 with the county clerk.

3. A renewal certificate filed pursuant to this section:

(a) Expires 5 years after it is filed with the county clerk.

(b) Must include a statement indicating that the renewal certificate expires 5 years after the date on which it is filed with the county clerk.

4. Upon the adoption of such an ordinance, the county clerk shall notify those persons who have filed certificates in the county pursuant to NRS 602.010 that they are required to renew those certificates pursuant to the provisions of this section by:

(a) Publishing such notice in a newspaper of general circulation in the county; and

(b) Mailing such notice to the last known address of those persons.

(Added to NRS by 2001, 810; A 2003, 3192)

NRS 602.040 Filing of new certificate upon change in partner or trustee. On every change in the partners of a general partnership or trustee of a trust doing business under an assumed or fictitious name, a new certificate containing the information required by NRS 602.020 must be filed with the county clerk within 1 month after such change.

[4:156:1923; NCL § 4453]—(NRS A 1973, 545; 1993, 1023)

NRS 602.050 Index of assumed or fictitious names: Maintenance by county clerk; contents. Every county clerk shall keep, in alphabetical order, in a book or other suitable index provided for that purpose, a register of all the assumed or fictitious names as shown in the certificates filed pursuant to this chapter, together with the following information shown in the certificate for each assumed or fictitious name:

1. The name of each natural person, artificial person, general partner or trustee conducting the business under such name.

2. The mailing or street address.

[5:156:1923; A 1955, 16]—(NRS A 1969, 67; 1977, 468; 1981, 1795; 1991, 1323; 2003, 3192)

NRS 602.055 Certificate of termination.

1. Any person who has filed a certificate may, upon the termination of the business or his or her ownership in it, file with the county clerk where the certificate is on file a certificate of termination stating that the person who filed the certificate has terminated the business being conducted under the assumed or fictitious name or his or her ownership in it and the date of the termination.

2. The certificate of termination must be notarized and signed in the same manner as required by NRS 602.020, except that it is sufficient if signed in the case of a general partnership by only one partner or in the case of a trust by only one trustee.

3. Upon the filing of a certificate of termination, the county clerk shall note the termination in the book or other suitable index required by NRS 602.050.

(Added to NRS by 1993, 1021; A 2001, 811)

NRS 602.060 Certified copies of certificate and register entries prima facie evidence. A copy of the certificate so filed and copies of the entries in the county clerk’s register, when duly certified by the county clerk as true and correct, shall be prima facie evidence of the facts stated therein and admissible in evidence in all courts of this state.

[6:156:1923; NCL § 4455]

NRS 602.070 Commencement of action barred when certificate not filed. No action may be commenced or maintained by any person, mentioned in NRS 602.010, or by an assignee of such a person, upon or on account of any contract made or transaction had under the assumed or fictitious name, or upon or on account of any cause of action arising or growing out of the business conducted under that name, unless before the commencement of the action the certificate required by NRS 602.010 has been filed.

[7:156:1923; A 1925, 44; NCL § 4456]—(NRS A 1969, 68; 1973, 545; 1993, 1023)

NRS 602.080 Applicability of chapter to certain partnerships. Limited partnerships formed and foreign limited partnerships registered pursuant to chapter 87A or 88 of NRS are not required to comply with the provisions of this chapter.

[10:156:1923; NCL § 4459]—(NRS A 1969, 68; 1973, 546; 1987, 376; 2001, 812; 2007, 487)

NRS 602.085 Applicability of chapter to natural persons. The provisions of this chapter do not authorize a natural person to change his or her name pursuant to this chapter, and a natural person who desires to change his or her name must comply with the procedures set forth in NRS 41.270, 41.280 and 41.290.

(Added to NRS by 2005, 2209)

NRS 602.090 Penalty. A person doing business in this state without complying with the requirements of this chapter or having falsely filed a certificate of termination, is guilty of a misdemeanor.

[8:156:1923; NCL § 4457]—(NRS A 1969, 68; 1993, 1023)