  ,      I




                       The Attorney                General of Texas
                                           October   31, 1980

MARK WHITE
Attorney General


                   Mr. Joe Resweber                        Opinion No. m-263
                   County Attorney
                   County of Harris                        Re:   Filing assumed name certificates
                   1001 Preston, Suite 634
                   Houston, Texas 77002

                   Dear Mr. Resweber:

                         You have asked the following questions concerning chapter 36 of the
                   Texas Business and Commerce Code, otherwise known as the Assumed
                   Business or Professional Name Act:

                              (1)    Is the County Clerk required to file for record a
                                     Certificate of Assumed Name for a partnership
                                     or joint venture consisting of partners or joint
                                     venturers which are individuals, partnerships,
                                     corporations, and trusts whenever the certifi-
                                     cate states the name and address of a partner
                                     or joint venturer as follows:

                                     (A)     The trust is listed with only the name and
                                             office address of the trustee.

                                     (B)     The trust is listed with only the name and
                                             residence address of the trustee.

                                     (C)     The corporation is listed   with only its
                                             name and office address.

                                     (D)     The partnership is listed   with only its
                                             name and office address.

                               (2)   May the County Clerk file for record a Certifi-
                                     cate of Assumed or Professional Name in the
                                     instances mentioned in Question No. l?

                               (3)   Is the County Clerk authorized to question the
                                     name or address of a registrant in connection
                                     with the filing of an assumed name certificate?




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Mr. Joe Resweber   - Page Two        (MW-263)




     The relevant provisions of the act are as follows:

           S36.10. For Unincorporated           Business or Profession

              (a) Any person who regularly conducts business or renders
                  professional services other than as a corporation in this
                  state under an assumed name shall file in the office of
                  the county clerk. . . a certificate setting forth:

                   (1) the assumed name under which such business or
                       professional service is or is to be conducted or
                       rendered;

                   (2) if the registrant        is:

                        (A) an individual,              his full   name   and   residence
                            address;

                        (B) a partnership, (i) the venture or partnership
                            name, (ii) the venture or partnership office
                            address, and (iii) the full name of each joint
                            venturer or general partner and his residence
                            address if he is an indiviaal    or its office
                            address if not an individual;

                        (C) an estate, (i) the name of the estate, (ii) the
                            estate’s office address, if any, and (iii) the full
                            name of each representative      of the estate and
                            his residence address if he is an individual or its
                            office address if not an individual;

                        (D) a real estate investment trust, (i) the name of
                            the trust, (ii) the address of the trust, (iii) the
                            full name of each trustee manager and his
                            residence address if he is an individual and its
                            office address if not an individual; or

                        (E) a company other than a real estate investment
                            trust, or a corporation, (i) the name of the
                            company or corporation, (ii) the state, country,
                            or other jurisdiction under the laws of which it
                            was organized, incorporated, or associated, and
                            (iii) its office address;

           S36.02. Definitions

               In this chapter, unless the context otherwise requires:




                                           p.     a37
Mr. Joe Resweber    - Page Three        (MW-2631




                   (1) ‘Partnership’ means a joint venture, general partner-
                       ship, or limited partership.

                   (2) ‘Company’ means a real estate investment trust,
                       joint-stock company, or any other business, profes-
                       sional, or other association or legal entity that is not
                       incorporated other than a partnership.

                       . . . .

                   (4) ‘person’ includes an individual, partnership,   company,
                       or corporation.

                       . . . .

                   (8) ‘Registrant’ means any person that has filed, or on
                       whose behalf there has been filed, an assumed name
                       certificate  under the provisions of this chapter or
                       other law.

       Your questions require us to determine what information must be included on the
assumed name certificate you inquire about. In Attorney General Opinion H-426 (1974)
this office determined that an assumed name certificate           must contain all the
information required by law before the county clerk is required to record it. “Although
the clerk is not responsible for verifying the accuracy of the information contained in
an assumed name certificate,. . . he may refuse to record a certificate which is clearly
defective on its face.” Attorney General Opinion H-426; -see Attorney General Opinion
M-578 (1970).

        Only the “registrant ” is required to file an assumed name certificate.       The
registrant which you inquire about is a partnership conducting business under sn
assumed name. Section 36.10(2)(B) provides that the certificate filed by a partnership
or joint venturer shall set forth the full name of each joint venturer or general partner
and his residence address if he is an individual or its office address if it is not an
individual.   In answer to your first question, the clerk must file an assumed name
certificate  which gives the name and office address of a corporation or partnership
which participates as a joint venturer or a general partner in the registrant. If a trust
is one of the general partners or joint venturers, the certificate     must be filed if it
gives the name of the trust and its office address. In some cases, the address of the
trust may also be the address of the trustee.

       In view of our answer      to your first question, we need not answer your second
question.    We believe your      third question has been answered by Attorney General
Opinion H-426 (1974) which       stated that the clerk is not responsible for verifying the
accuracy of a certificate;       however, he may refuse to file a certificate       which is
defective on its face.




                                           p.   838
Mr. Joe Resweber   - Page Four       (MW-263)




                                     SUMMARY

               Section 36.10 of the Texas Business and Commerce Code
           requires an assumed name certificate     to state the name and
           address of each participant in a partnership or joint venture.
           Although the county clerk is not required to verify the accuracy
           of a certificate, he may refuse to file one which is defective on
           its face.

                                         g*




                                                Attorney General of Texas

JOHN W. FAINTER, JR.
First Assistant Attorney General

RICHARD E. GRAY III
Executive Assistant Attorney General

Prepared by Susan Garrison
Assistant Attorney General

APPROVED:
OPINION COMMlTTEE

Susan L. Garrison, Acting Chairman
Jon Bible
Rick Gilpin
Bruce Youngblood




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