§ 358.065. Partnerships to register fictitious names, procedure


   All partnerships shall comply with the provisions of section 417.210, RSMo, relating to the registration of fictitious names with the secretary of state.

 

-----------------

 

§ 417.210. Registration, when and how -- contents -- cancellation of fictitious name -- ownership reflected in registration, when -- registration effective and expiration dates -- renewals, contents, effective date


   1. Every person, general partnership, corporation, or other business organization who engages in business in this state under a fictitious name or under any name other than the true name of such person, general partnership, corporation, or other business entity shall within five days after the beginning or engaging in business under such fictitious name * file in a format as prescribed by the secretary of state. The execution of the filing required in this section ** shall be subject to the penalties of making a false declaration pursuant to section 575.060, RSMo, that the facts stated therein are true and that all parties concerned are duly authorized to execute such document and are otherwise required to file such document pursuant to this section.

2. A fictitious name shall not contain any word or phrase that indicates or implies that it is any governmental agency or that is seriously misleading.

3. This registration shall state:

   (1) The fictitious name;

   (2) The physical business address;

   (3) The name or names and the residence or business address of every party owning any interest or part in the business.

4. If the business or owner's or owners' interest ceases to exist or change within five days of such change, it shall be required to file a cancellation of the fictitious name in a format prescribed by the secretary of state and if desired may file a new registration of a new fictitious name as prescribed in this section.

5. If the interest of any owner of a business conducted under a fictitious name registered as provided in this section is such that such owner may claim not to be jointly and severally liable to third parties with respect to debts and obligations incurred by such business, the registration relating to such business shall reflect the respective exact ownership interests of each owner of such business. In the case of any other business registered as provided in this section, disclosure of the respective exact ownership interests shall be optional.

6. For purposes of this section, a partnership or other entity formed for the practice of a licensed profession shall not be deemed to be engaged in the conduct of business, notwithstanding the transaction by such entity of business ancillary to the practice of such licensed profession.

7. All fictitious name registrations filed on or after August 28, 2004, shall be governed by the provisions of this section and shall remain active on the record of the secretary of state for a period of five years. Such registered fictitious name filing shall expire at the end of the five- year period unless a renewal is filed under subsection 9 of this section.

8. All active fictitious name registrations filed prior to August 28, 2004, shall remain active on the record of the secretary of state for a period of five years. Such registered fictitious name filing shall expire at the end of the five-year period unless a renewal is filed under subsection 9 of this section.

9. A renewal filing shall be filed in a format prescribed by the secretary of state within six months prior to the expiration date of the fictitious name registration. Such renewal filing shall state:

   (1) The fictitious name and assigned charter number;

   (2) The physical business address;

   (3) The name or names and the residence or business address of every party owning any interest or part in the business.

10. A renewal filing continues the effective registration of the fictitious name for five years after the date the effective registration would otherwise expire.

11. Fictitious name registrations filed before August 28, 2004, shall be inactivated by the secretary of state on or after August 28, 2009, unless a renewal filing is filed under subsection 9 of this section.

12. The secretary of state may remove from its active records the registration of a fictitious name filing whose registration has been withdrawn, cancelled, or has expired.

 

----------------------

 

In dispute over lease of office equipment to business operated by a married couple, Mo. Rev. Stat. § 417.210.2 required that, if the couple intended to claim they were not jointly and severally liable to third parties with respect to the business's debts and obligations, they delineate their exact individual ownership interests on their registration of fictitious name form; as the couple listed their names on a single line and their ownership percentage of the business as 100 percent, the husband could not claim that he was not jointly and severally liable under the lease signed by the wife on behalf of the business. IOS Capital, Inc. v. Jacobi, 105 S.W.3d 909, 2003 Mo. App. LEXIS 802 (Mo. Ct. App. 2003).