HB 158: Commerce and trade; filing of registration statements with the office of the Secretary of State; provide

House Bill 158 (COMMITTEE SUBSTITUTE)

By: Representatives Franklin of the 160th, Westbrook of the 163rd, Smith of the 18th, Cheokas of the 151st, and Stephens of the 164th

A BILL TO BE ENTITLED

AN ACT

To amend Part 3 of Article 16 of Chapter 1 of Title 10 of the Official Code of Georgia Annotated, relating to registration of businesses using trade names, so as to provide for forms for filing of registration statements and a state-wide registry; to provide for a fee; to provide for oversight by the Georgia Superior Court Clerks' Cooperative Authority; to provide for reregistration and cancellation of registrations; to amend Article 2 of Chapter 6 of Title 15 of the Official Code of Georgia Annotated, relating to clerks of superior courts, so as to provide for the development and implementation of an information system for trade names by the Georgia Superior Court Clerks' Cooperative Authority; to provide for related matters; to provide an effective date; to repeal conflicting laws; and for other purposes.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:

SECTION 1.

Part 3 of Article 16 of Chapter 1 of Title 10 of the Official Code of Georgia Annotated, relating to registration of businesses using trade names, is amended by revising Code Section 10-1-490, relating to required registration statement for business using trade, partnership, or other name not showing ownership, as follows:

"10-1-490.

(a) Every Beginning January 1, 2027, every person, firm, or partnership carrying on in this state any trade, or business, or profession under any trade, name or partnership, name or other name which does not disclose the individual ownership of the trade, business, or profession carried on under such name shall, within 30 days from March 29, 1937, or thereafter before commencing to do business, file in the office of the clerk of the superior court of the county in which the business is chiefly carried on or, in the case of a domestic corporation using any name other than its corporate name, in the county of its legal domicile, a an initial registration statement, verified by affidavit, using forms created by the Georgia Superior Court Clerks' Cooperative Authority setting forth the name or names and addresses of the each person, persons, firm, or partnership owning and carrying on said trade, or business, or profession and stating the nature of the business being carried on and the trade, partnership, or other name used and shall, upon any change of ownership, likewise file a new and amended statement of registration. The registration statement, and any amendments, reregistration or cancellation shall be completed and sworn to by the registrant, notarized, and shall be electronically filed with the proper clerk of superior court. Notice of such filing giving the names and addresses of each person, firm, or partnership to engage in business under such trade, name or partnership, name or other name shall be delivered to and published in the paper in which the sheriff's advertisements are printed legal organ of the appropriate county once a week for two weeks. No person, firm, or partnership already registered shall be required to reregister except in the event of a any change of ownership composition.

(b) For the purpose of including a trade, partnership, or other name registered prior to January 1, 2027, but not included in the trade name registry provided for in Code Section 15-6-97.4, such trade, partnership, or other name may be reregistered for inclusion in the state-wide registry. Such reregistration shall not adversely affect the date of filing of any previous registration.

(c) The total fee for registration, amendment, reregistration or cancellation shall be as provided in paragraph (10) of subsection (g) of Code Section 15-6-77, and the fees provided for by Code Sections 15-21A-6 and 15-21A-6.1 shall not apply. (d) The clerk shall register the same initial registration, reregistration, amendment, or cancellation by filing the verified statement in his office and shall keep an alphabetical index of all such registrations in a permanent record book to be kept in his office filings, the index to show the trade, partnership, or other name registered and in connection therewith the names of the owners. The applicant for registration shall accompany each registration statement with the fee prescribed by Code Section 15-6-77, relating to fees of clerks of the superior courts, as amended.

(e) When a person, firm, or partnership that has filed a trade name registration statement pursuant to this Code section ceases to carry on in this state the trade, business, or profession under the registered trade, partnership, or other name, such person, firm, or partnership may cancel the trade, partnership, or other name by filing with the clerk of the superior court in which the trade, partnership, or other name was registered a completed affidavit of cancellation using forms created by the Georgia Superior Court Clerks' Cooperative Authority.

(f) A copy of each trade, partnership, or other name filing or the supporting materials provided for by this Code section shall be transmitted electronically by the clerk of superior court to the Georgia Superior Court Clerks' Cooperative Authority pursuant to paragraph (22) of subsection (a) of Code Section 15-6-61."

SECTION 2.

Article 2 of Chapter 6 of Title 15 of the Official Code of Georgia Annotated, relating to clerks of superior courts, is amended in Code Section 15-6-61, relating to duties of clerks generally and computerized record-keeping system, by adding a new paragraph to subsection (a) to read as follows:

"(22) To participate in an information system established by the Georgia Superior Court Clerks' Cooperative Authority pursuant to Code Section 15-6-97.4 for the purpose of providing public access to trade, partnership, and other name registrations electronically. Each clerk of superior court shall provide to the authority or its designated agent, in accordance with any applicable rules and regulations of the authority, such documents, data, and other information relating to all trade, partnership, and other name registrations, reregistrations, amendments, and cancellations filed in his such clerk's office as required by Code Section 10-1-490."

SECTION 3.

Said article is further amended by adding a new Code section to read as follows:

"15-6-97.4.

(a) By January 1, 2027, the Georgia Superior Court Clerks' Cooperative Authority shall develop and implement a uniform automated information system for trade, partnership, and other names registered with the clerks of superior court of this state pursuant to Code Section 10-1-490. Such system shall provide access to all trade, partnership, and other name registrations and any related documents filed on or after such date.

(b) In furtherance of development and implementation of the system provided under this Code section, the Georgia Superior Court Clerks' Cooperative Authority is authorized to contract with the clerks of superior courts and any other parties that the authority deems necessary. The Georgia Superior Court Clerks' Cooperative Authority shall create forms for use in connection with filings pursuant to Code Section 10-1-490 and shall have the authority to develop rules and regulations necessary for the usage of such forms and implementing such system described in this Code section."

SECTION 4.

This Act shall become effective on January 1, 2027.

SECTION 5.

All laws and parts of laws in conflict with this Act are repealed.