Many individuals and companies do business under fictitious names. A fictitious name simply is a name different from the true name of the business owner. The law requires that those doing business under a fictitious name in Arizona record a fictitious name certificate.
The statutes in question are intended to provide disclosure of the true identity of the business owner and prevent fraud. They require any person, corporation or partnership transacting business in Arizona under a fictitious name or a designation not showing the name of the owner to record a fictitious name certificate with the county recorder of the county in which the place of business is located. If the business is a sole proprietorship, the certificate must state the name of the owner of the business and his place of residence, and it must be signed by the owner and acknowledged. If the business is a corporation, the certificate must state the name and address of the corporation, and it must be signed by the corporation’s statutory agent and acknowledged. If the business is a partnership, the certificate must state the names of all members of the partnership and their place of residence, and it must be signed by the partners and acknowledged.
A new certificate must be recorded upon any change in ownership of the business, unless the business is a corporation. If a corporation transfers the right to use its fictitious name to another corporation, a new certificate must be recorded.
A person or corporation doing business contrary to these laws cannot bring a lawsuit on a contract or transaction made in the fictitious name until a fictitious name certificate has been recorded.
The above requirements do not apply to a person or corporation that has either filed a trade name certificate with the Secretary of State, or obtained authorization from the Arizona Corporation Commission to conduct business as a foreign corporation using a particular name.
The above article is an excerpt from Arizona Laws 101: A Handbook for Non-Lawyers, 2nd Edition (Fenestra Books, 2012), by Donald A. Loose, republished with the author’s permission.
Disclaimer: Laws change constantly. Specific legal advice should be obtained regarding any legal matter. The information contained on this website does not constitute legal advice and no attorney-client relationship is created.
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Donald A. Loose is an Arizona attorney, and the author of Arizona Laws 101: A Handbook for Non-Lawyers, and Estate Planning in Arizona: What You Need to Know. Mr. Loose is a regular guest on radio shows featuring local newsmaker interviews. He may be contacted at don@looselawgroup.com.
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