USA Statutes : oregon
Title : TITLE 50 TRADE REGULATIONS AND PRACTICES
Chapter : Chapter 648 Assumed Business Names
As used in this chapter:

(1) “Assumed business name” means one or more words or numerals, or
a combination of words and numerals, that a person uses to identify any
business that the person carries on, conducts or transacts, if at the
time and place that the person carries on, conducts or transacts the
business, the person does not conspicuously disclose the real and true
name of each person who is carrying on, conducting or transacting the
business. Any name that a person uses to identify a business that
includes a word or phrase that suggests the existence of additional
owners, such as “Company,” “& Company,” “& Daughters,” “& Associates,” or
a similar word or phrase, is an assumed business name, unless it is the
real and true name of the person that carries on, conducts or transacts
the business.

(2) “Business” includes activity carried on, conducted or
transacted by or on behalf of nonprofit, social, fraternal and charitable
entities and unincorporated associations, as well as activity carried on,
conducted or transacted for commercial gain.

(3) “Carry on, conduct or transact business” means:

(a) To sell or to lease to another, real estate, goods, intangible
property or services;

(b) To purchase or to lease from another, real estate, goods,
intangible property or services;

(c) To solicit an investment in or a donation to a business;

(d) Knowingly to permit another person to solicit an investment in
or a donation to a business in which one has an interest; or

(e) To apply for an extension of credit.

(4) “Entity” includes a foreign or domestic corporation, foreign or
domestic nonprofit corporation, foreign or domestic profit or nonprofit
unincorporated association, foreign or domestic business trust, foreign
or domestic estate, foreign or domestic limited partnership, foreign or
domestic general partnership, foreign or domestic limited liability
company, foreign or domestic business trust, two or more persons having a
joint or common economic interest, any state, the United States or any
foreign government.

(5) “Person” includes individual and entity.

(6) “Real and true name” means:

(a) The surname of an individual coupled with a combination of the
individual’s given names and initials;

(b) The corporate name of a domestic corporation stated in the
articles of incorporation or amendment filed with the Office of the
Secretary of State or the corporate name of a foreign corporation as
stated under ORS 60.707 (1);

(c) The name of a foreign or domestic limited partnership stated in
the documents filed with the Office of the Secretary of State under ORS
chapter 70;

(d) The name of a foreign or domestic limited liability company
stated in the documents filed with the Office of the Secretary of State
under ORS chapter 63;

(e) The name of a foreign or domestic nonprofit corporation stated
in the documents filed with the Office of the Secretary of State under
ORS chapter 65;

(f) The name of a foreign or domestic general partnership stated in
any documents filed with the Office of the Secretary of State under this
chapter; or

(g) The name of a foreign or domestic business trust or estate
stated in any documents filed with the Office of the Secretary of State.

(7) “Service mark” has the meaning given in ORS 647.005. [1963
c.551 §1; 1967 c.269 §5; 1971 c.194 §1; 1971 c.594 §35; 1985 c.677 §66a;
1985 c.728 §90; 1987 c.94 §105; 1995 c.454 §3](1) No person shall carry on, conduct or transact
business under an assumed business name in a county where the business is
located, where a physical facility of the business is located or where an
employee of the business is stationed, unless the person has registered
the assumed business name as provided in this chapter and maintains a
current registration.

(2) A person shall register a service mark as an assumed business
name if the person carries on, conducts or transacts business under the
service mark and the person does not disclose conspicuously the person’s
real and true name at the time and place that the person carries on,
conducts or transacts business.

(3) ORS 648.010 and subsection (1) of this section do not apply to:

(a) A foreign corporation that applied for and was issued a
certificate of authority prior to September 20, 1985, and that carries
on, conducts or transacts business in this state exclusively under the
name that it stated in its application that it elects to use in this
state, as shown on the records of the Office of the Secretary of State.

(b) A partnership which uses the surname of all or some of the
partners all of whom are licensed by a common licensure board or
commission.

(c) A mutual and voluntary association composed of 10 or more
farmers and landowners formed for the purpose of constructing, owning and
operating reservoirs, irrigation ditches and irrigation works. The
secretary of each association shall maintain a complete and current
record of the association’s members, and shall furnish a copy of the
record upon request.

(4) Nothing in this chapter shall preclude a person from
registering more than one assumed business name. [1985 c.728 §92] (1)
Notwithstanding any provision of this chapter, a person that will carry
on, conduct or transact business under the real and true name of the
person may apply for registration of the real and true name with the
Office of the Secretary of State.

(2) An application for registration of a real and true name shall
be treated in the same manner as an application to register an assumed
business name under this chapter. If a real and true name is registered
under this chapter, all provisions of this chapter applicable to an
assumed business name shall also apply to a real and true name. [1995
c.454 §2]


(1) Each person who
will carry on, conduct or transact business under an assumed business
name shall sign an application to register the assumed business name and
shall submit the application to the Office of the Secretary of State,
with the fee prescribed by this chapter. All of the persons who will
carry on, conduct or transact a single business under an assumed business
name shall file a consolidated application to register the assumed
business name.

(2) The application shall state:

(a) The assumed business name to be registered. The applicant shall
write the assumed business name in the alphabet used to write the English
language. The assumed business name may include numerals and incidental
punctuation.

(b) The real and true name and street address of each person who
intends to carry on, conduct or transact business under the assumed
business name.

(c) The principal address at which the applicant intends to carry
on, conduct or transact business and a listing of each county in which
the applicant intends to carry on, conduct or transact business to the
extent that ORS 648.007 would require the applicant to register the
assumed business name for that county.

(d) The name and the mailing address of the person whom the
applicant authorizes to represent the applicant in transactions with the
Office of the Secretary of State with respect to the registration. All of
the registrants of an assumed business name for a single business shall
designate the same person under this subsection.

(e) The applicant’s primary business activity.

(f) Any other information that the Secretary of State by rule may
require.

(3) Any application for registration submitted under this section
or any report submitted under ORS 648.017 shall set forth the Social
Security number or federal employer identification number of each
applicant or registrant named in the application or report.

(4) The person named in the application to be authorized to
represent the applicant is authorized to receive notices under this
chapter and to perform any duty that this chapter requires of the
registrant of the assumed business name, but is not by the application or
registration made the registrant’s agent for the service of process.
[Amended by 1961 c.355 §1; 1963 c.551 §2; 1969 c.154 §1; 1971 c.194 §2;
1985 c.728 §94; 1987 c.843 §21; 1995 c.454 §4] (1) If an
application delivered to the Office of the Secretary of State for filing
satisfies the requirements of ORS 648.010, the Secretary of State shall
register it.

(2) The Secretary of State registers an application by indicating
thereon that it has been filed by the Secretary of State and the date of
registration.

(3) If the Secretary of State refuses to register an assumed
business name, the Secretary of State shall return the application to the
applicant within 10 business days after the application was delivered
together with a brief written explanation of the reason for the refusal.

(4) The duty of the Secretary of State to register assumed business
names under this section is ministerial. The Secretary of State is not
required to verify or inquire into the legality or truth of any matter
included in any application delivered to the Office of the Secretary of
State. The Secretary of State’s registering or refusing to register an
assumed business name does not:

(a) Affect the validity or invalidity of the application in whole
or part; or

(b) Relate to the correctness or incorrectness of information
contained in the application.

(5) The Secretary of State’s refusal to register an assumed
business name does not create a presumption that the application is
invalid or that information contained in the application is incorrect.
[1995 c.454 §13] (1) Upon request, the Secretary of State may
furnish forms for documents required or permitted to be filed by this
chapter.

(2) The Secretary of State may by rule require the use of the
forms. [1995 c.454 §14](1) A registrant must apply to
renew a registration of an assumed business name within 30 days before
the second anniversary of the date that the Secretary of State registered
the assumed business name and each second anniversary thereafter. The
registrant must apply to the Office of the Secretary of State for renewal
of the registration and submit with the renewal a renewal fee. The
application for renewal must include all identifying information required
by rule of the Secretary of State. Failure to apply for renewal and pay
the required fee is grounds for administrative cancellation of the
registration.

(2) Not less than 30 days before the application for renewal is
due, the Secretary of State shall notify each authorized representative
of the requirement to apply for renewal. The notice shall indicate the
date by which the renewal application must be submitted, and shall
include the renewal application. The notice shall state that if the
registrant fails to submit the renewal application and renewal fee on or
before the renewal deadline, the registration of the assumed business
name will be canceled without further notice.

(3) If the Secretary of State finds that the application for
renewal conforms to the requirements of this section, and all fees have
been paid, the Secretary of State shall renew the registration. [1969
c.154 §6; 1977 c.78 §6; 1981 c.633 §75; 1985 c.728 §98; 1987 c.94 §161](1) An application to amend a registration of an assumed
business name shall be delivered to the Office of the Secretary of State
for filing within 60 days after any of the following occurs:

(a) There is a change in the identity, names or addresses of the
persons carrying on, conducting or transacting the business for which the
assumed business name is registered;

(b) There is a change in the identity, name or address of the
person authorized to represent the registrant or registrants;

(c) The registrant commences to carry on, to conduct or to transact
business under the assumed business name in a county or counties
different from those that the registrant stated in the application where
the registrant intended to carry on, to conduct or to transact business
under the assumed business name; or

(d) The address of the principal place of business is changed.

(2) Except as provided in this subsection, the application required
by subsection (1) of this section shall be signed by the registrant, if
the registrant is an individual, by the officer of a foreign or domestic
corporation who is authorized to sign, if the registrant is a foreign or
domestic corporation, by a general partner of a foreign or domestic
limited partnership, if the registrant is a foreign or domestic limited
partnership, by a manager of a foreign or domestic limited liability
company, or by a member of a foreign or domestic member-managed limited
liability company, if the registrant is a foreign or domestic limited
liability company, or by a trustee of a foreign or domestic business
trust, if the registrant is a foreign or domestic business trust. The
application required by subsection (1) of this section may be signed by
the authorized representative instead of the registrant or registrants in
any of the following cases:

(a) The address of a person under subsection (1)(a) or (b) of this
section is changed.

(b) Any county is added or deleted under subsection (1)(c) of this
section.

(c) The address of the principal place of business under subsection
(1)(d) of this section is changed.

(3) Whenever any person having an interest in a business with a
registered assumed business name withdraws from the business or dies, the
person who is withdrawing, or in case of the person’s death or
incapacity, the legal representative of such person or the authorized
representative, shall submit to the Office of the Secretary of State a
statement of such withdrawal, incapacity or death.

(4) The amendment of the registration of an assumed business name
supersedes the original registration of the assumed business name on all
matters amended but does not renew the registration as required under ORS
648.017.

(5) The Secretary of State may designate by rule who shall be the
authorized representative if the authorized representative withdraws and
no new authorized representative is appointed within the time period
prescribed in this section. [1963 c.551 §6; 1969 c.154 §3; 1981 c.633
§76; 1985 c.728 §99; 1987 c.94 §162; 1995 c.454 §6]Where a domestic corporation is the registrant of an assumed
business name and the corporation merges or amends its articles of
incorporation to change its corporate name or a foreign corporation
procures an amended certificate of authority, the Secretary of State may
alter the assumed business name registration to indicate the surviving or
changed corporate name. [1969 c.154 §8; 1995 c.454 §7]Note: 648.029 was enacted into law by the Legislative Assembly but
was not added to or made a part of ORS chapter 648 or any series therein
by legislative action. See Preface to Oregon Revised Statutes for further
explanation.(1) Subject to subsection (2) of
this section, the Secretary of State shall register the assumed business
name contained in the application.

(2) The Secretary of State shall not register the assumed business
name if the Secretary of State determines that the assumed business name
is not distinguishable on the records of the Office of the Secretary of
State from another assumed business name or from the name of a person,
including a reserved name or registered name of active record with the
Office of the Secretary of State except as provided in subsection (3) of
this section.

(3) The Secretary of State shall register an assumed business name
if the applicant submits for filing an affidavit that the applicant has a
right to use the assumed business name in the county or counties stated
in the application for the character of business that the applicant will
carry on, conduct or transact under the assumed business name. The
affidavit shall state:

(a) That the affiant has been advised of the penalties for false
swearing;

(b) The facts upon which the affidavit is based and that the
affiant swears to the existence of the facts from the affiant’s own
knowledge; and

(c) That the affiant believes that the facts stated are sufficient
to establish either:

(A) That prior use of the name by the applicant or by the licensor
of the applicant has vested in the applicant a right to use the assumed
business name for the character of business stated in the application in
the county or counties listed in the application; or

(B) That the character of business that the applicant intends to
carry on, conduct or transact under the assumed business name will not so
resemble the character of business, if any, that the person who filed,
reserved or registered the assumed business name or the name of the
person identified under subsection (2) of this section conducts under the
name in the county or any of the counties listed in the application as to
be likely to cause confusion or mistake or to deceive.

(4) The registration of an assumed business name remains in effect
until canceled. [1985 c.728 §96; 1995 c.454 §8](1) If the only registrant of
an assumed business name is a domestic corporation that has been
dissolved, the Secretary of State may cancel the registration.

(2) If the only registrant of an assumed business name is a foreign
corporation whose authority to transact business in this state has been
withdrawn or revoked, the Secretary of State may cancel the registration.
[1969 c.154 §7; 1987 c.94 §165; 2005 c.22 §452](1) An assumed business name must be
canceled not later than the 60th day after the registrant or registrants
of the assumed business name cease doing business under that name.

(2) The application required by subsection (1) of this section
shall be signed by the registrant or registrants of the assumed business
name or by the authorized representative of the registrant or registrants
and shall be delivered to the Office of the Secretary of State for
filing. [1987 c.94 §164] Any
of the persons not domiciled within this state or foreign persons not
authorized to do business within this state who appear as persons who
will carry on, conduct or transact business under an assumed business
name in an application for registration filed under ORS 648.010 shall be
deemed to have appointed the Secretary of State as agent upon whom may be
served at any time any process, notice or demand required or permitted by
law to be served upon them. [1967 c.152 §2 (enacted in lieu of 648.060);
1995 c.454 §9] A person making service
of process authorized by ORS 648.061 shall make the service by delivering
a copy of the process in person or by certified mail to the Office of the
Secretary of State. The service shall be sufficient and valid personal
service upon the persons not domiciled in this state to whom ORS 648.061
applies if the plaintiff immediately sends notice of the service and a
copy of the process by certified mail to the principal office of the
persons against whom the process or pleadings are directed, and the
return receipt of the latter and plaintiff’s affidavit of compliance with
this section are appended to the process and entered as a part of the
return thereof. The defendant persons against whom the process or
pleadings are directed shall have 30 days after the date of mailing of
the process or pleadings in which to appear and plead. Personal service
outside the state in accordance with the statutes of Oregon relating to
personal service of summons outside the state shall relieve the plaintiff
from mailing copies of the summons or process by registered mail as
provided in this section. [Amended by 1963 c.551 §10; 1983 c.717 §33;
1991 c.132 §24](1) No person
shall procure or maintain the registration of an assumed business name
with the Office of the Secretary of State by knowingly making any false
or fraudulent representation or declaration, orally or in writing, or by
any other fraudulent means. No person shall register or use an assumed
business name with an intent to create a likelihood of confusion with
another person.

(2) A person that is not a corporation, limited liability company,
business trust or limited partnership violates subsection (1) of this
section if the person registers an assumed business name that contains
the words “corporation,” “incorporated,” “limited liability company,”
“limited partnership” or “business trust” or an abbreviation of any of
those terms.

(3) A foreign or domestic profit or nonprofit corporation may
register as an assumed business name its corporate name minus the word,
abbreviation or phrase that ORS 60.094 or 60.717 requires.

(4) A foreign or domestic limited liability company may register as
an assumed business name its limited liability company name minus the
word, abbreviation or phrase that ORS 63.094 or 63.717 requires.

(5) A foreign or domestic limited partnership may register as an
assumed business name its limited partnership name minus the word,
abbreviation or phrase that ORS 70.010 or 70.365 requires.

(6) A foreign or domestic business trust may register as an assumed
business name its business trust name minus the word, abbreviation or
phrase that ORS 60.094 or 60.717 requires.

(7) The Secretary of State shall cancel the registration of a
conflicting assumed business name if a person other than the registrant
submits to the Office of the Secretary of State a certified copy of a
final judgment of a court that finds that the person has a right superior
to that of the registrant to use the name in this state. Nothing in this
subsection shall preclude the Secretary of State from seeking a civil
penalty under ORS 648.990 after cancellation if the former registrant
continues to carry on, to conduct or to transact business under the
assumed business name.

(8) Nothing in this section shall limit any person’s right to seek
a remedy under ORS 646.638 or to seek an injunction under ORS 647.107.
[1985 c.728 §97; 1987 c.94 §106; 1995 c.454 §10; 2003 c.576 §529] The
Secretary of State shall collect the fees described in ORS 56.140 for
each document delivered for filing under this chapter and for process
served on the secretary under this chapter. The secretary may collect the
fees described in ORS 56.140 for copying any public record under this
chapter, certifying the copy or certifying to other facts of record under
this chapter. [1963 c.551 §15; 1967 c.233 §2; 1969 c.154 §9; 1981 c.633
§77; 1985 c.351 §26; 1987 c.94 §166; 1989 c.383 §5; 1991 c.132 §25; 1995
c.454 §11; 1999 c.652 §18] In accordance with any applicable provisions of ORS
chapter 183, the Secretary of State may adopt rules the secretary
considers necessary or proper for the administration of this chapter.
[1963 c.551 §14; 2003 c.14 §393](1) A person who carries on, conducts or
transacts business in violation of ORS 648.007 shall lack standing before
the courts of this state to maintain a cause of action for the benefit of
the business. The person may cure the incapacity at any time by complying
with ORS 648.007. Nothing in this section shall extend any statute of
limitations.

(2) In any action or suit in which the cause of action arises out
of business that the defendant carried on, conducted or transacted in
violation of ORS 648.007, the plaintiff shall be entitled to recover $500
or the actual costs that the court determines that the plaintiff
reasonably incurred to ascertain the real and true name of the defendant,
whichever is greater. The court may award reasonable attorney fees to the
prevailing party in an action under this subsection.

(3) Except as provided in this section, nothing in this chapter
shall abrogate or limit the law as to unfair competition or unfair trade
practices or derogate from the common law, the principles of equity or
the statutes of this state or of the United States with respect to the
right to acquire and to protect trade names. [1985 c.728 §93; 1987 c.390
§1; 1995 c.454 §12; 1995 c.618 §106] (1) Violation of any of the provisions of this
chapter is punishable by a civil penalty not exceeding $100.

(2) A penalty imposed under this section is in addition to any
other penalty which may be imposed by the state or a political
subdivision of this state under any other civil or criminal statute.
[Amended by 1963 c.551 §17; 1985 c.728 §101]

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