ADOPTED RULE# ____ _

Administrative Pro,cedures - Adopted Rule Filing

Instructions: In accordance with Title 3 Chapter 25 of the Vermont Statutes Annotated and the "Rule on Rulemaking" adopted by the Office of the Secretary of State, this filing will be considered complete upon filing and acceptance of these forms with the Office of the Secretary of State, and the Legislative Committee on Administrative Rules.

All forms requiring a signature shall be original signatures of the appropriate adopting authority or authorized person, and all filings are to be submitted at the Office of the Secretary of State, no later than 3 :3 0 pm on the last scheduled day of the work week.

The data provided in text areas of these forms will be used to generate a notice of rulemaking in the portal of "Proposed Rule Postings" online, and the newspapers of record if the rule is marked for publication. Publication of notices· will be charged back to the promulgating agency.

PLEASE REMOVE ANY COVERSHEET OR FORM NOT REQUIRED WITH THE CURRENT FILING BEFORE DELIVERY!

Certification Statement: As the adopting Authority of this rule (see 3 V.S.A. § 801 (b) (11) for a definition), I approve the contents of this filing entitled:

Business Name 9»;ation Rules on sbf;/;tozu I t

(signature) (date)

Printed Name and Title: James C. Condos, Secretary of State

RECEIVED BY: □ Coversheet □ Adopting Page □ Clean text of the rule (Amended text without annotation) □ Letter regarding changes to the final proposed

Adopted Rule Coversheet

1. TITLE OF RULE FILING: Business Name Registration Rules

2. PROPOSED NUMBER ASSIGNED BY THE SECRETARY OF STATE 19P-080

3. ADOPTING AGENCY:

Secretary of State

4. RECORDS EXEMPTION INCLUDED WITHIN RULE: (DOES THE RULE CONTAIN ANY PROVISION DESIGNATING INFORMATION AS CONFIDENTIAL;

LIMITING ITS PUBLIC RELEASE; OR OTHERWISE EXEMPTING IT FROM INSPECTION AND

COPYING?) No

IF YES, CITE THE STATUTORY AUTHORITY FOR THE EXEMPTION:

PLEASE SUMMARIZE THE REASON FOR THE EXEMPTION:

5. LEGAL AUTHORITY/ ENABLING LEGISLATION: (THE SPECIFIC STATUTORY OR LEGAL CITATION FROM SESSION LAW INDICATING WHO THE

ADOPTING ENTITY IS AND THUS WHO THE SIGNATORY SHOULD BE. THIS SHOULD BE A

SPECIFIC CITATION NOT A CHAPTER CITATION). 11 V.S.A. § 1621(d)

6. THE FILING HAS NOT CHANGED SINCE THE FILING OF THE FINAL PROPOSED RULE.

7. THE AGENCY HAS NOT INCLUDED WITH THIS FILING A LETTER EXPLAINING IN DETAIL WHAT CHANGES WERE MADE, CITING CHAPTER AND SECTION WHERE APPLICABLE, INCLUDING CHANGES IN ECONOMIC IMPACT.

8. THE LEGISLATIVE COMMITTEE ON ADMINISTRATIVE RULES DID NOT OBJECT TO THE FINAL PROPOSAL.

9. PROCEDURAL HISTORY OF ADOPTION:

ICARFiling:Nov. 13, 2019

Proposal Filed with Office of the Secretary of State: Nov. 15, 2019

Notices Posted Online: Nov. 27, 2019

Notices Published in the Newspapers of Record: Dec. 5, 2019

Revised Oct 25, 2018 page2

Adopted Rule Coversheet

A Hearing WAS Held.

Hearings Held (PLEASE USE ADDITIONAL SHEETS TO PROVIDE THE DATE, TIME AND

LOCATION OF ALL HEARINGS, IF THIS FORM IS INSUFFICIENT TO LIST ALL HEARINGS

HELD):

Date: Jan. 8, 2020

Time: 2: 00 PM

Street Address: 128 State St., Montpelier, VT

Zip Code: 05633-1104 .

Final Proposal -

Filed with Secretary of State: Jan. 28, 2020

Filed with LCAR:

Dates of LCAR Review:

Adopted Rule -

Jan. 30, 2020

Feb. 20, 2020

~iled with Secretary of State: May 13, 2020

Filed with LCAR: May 13, 2020

10. EFFECTIVE DATE: (A RULE MAY TAKE EFFECT 15 DAYS AFTER ADOPTION IS COMPLETE OR AT A LATER TIME

PROVIDED IN THE TEXT OF THE RULE SEE 3 V.S.A . §845(d) FOR DETAILS).

July 1, 2020

Revised Oct 25, 2018 page 3

Administrative Procedures - Adopting Page

Instructions:

This form must accompany each filing made during the rulemaking process:

Note: To satisfy the requirement for an annotated text, an agency must submit the entire rule in annotated form with proposed and final proposed filings. Filing an annotated paragraph or page of a larger rule is not sufficient. Annotation must clearly show the changes to the rule.

When possible, the agency shall file the annotated text, using the appropriate page or pages from the Code of Vermont Rules as a basis for the a11notated version. New rules need not be accompanied by an annotated text.

1. TITLE OF RULE FILING: Business Name Registration Rules

2. ADOPTING AGENCY: Secretary of State

3. TYPE OF FILING (PLEASECHOOSETHETYPEOFFILINGFROMTHEDROPDOWNMENU

BASED ON THE DEFINITIONS PROVIDED BELOW):

• AMENDMENT-Any change to an already existing rule, even if it is a complete rewrite of the rule, it is considered an amendment as long as the rule is replaced with other text.

• NEW RULE - A rule that did not previously exist even under a different name.

• REPEAL - The removal of a rule in its entirety, without replacing it with other text.

This filing is AN AMENDMENT OF AN EXISTING RULE

4. LAST ADOPTED (PLEASE PROVIDE THE SOS LOG#, TITLE AND EFFECTIVE DATE OF

THE LAST ADOPTION FOR THE EXISTING RULE) :

The last adoption of C.V.R. 04-020-001 was entitled "Business Name Registration Rules" and was effective May 1983. sos- Rule log #83-32.

Revised Oct 25, 2018 page 1

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C.V.R. 04-020-001. Business Name Registration Rules

Section 1. General Provisions.

(a) Authority: The rules of this chapter are promulgated under the authority delegated to the _Secretary of State by 11 V.S.A. § 162l(d) for the effective administration of returns delivered to the Secretary of State under the provisions of § 1621.

(b) Scope: The rules of this chapter apply to every person, copartership, association of individuals and business organization registered, or seeking to be registered, to do business as a name other than their own proper name under 11 V.S.A. § 1621.

( c) Designation: In order to distinguish from the proper name of business entities, business names recorded by the Secretary of State under the provisions of 11 V.S.A. § 1621 shall be known as an "assumed business name" for all legal purposes.

(d) Definitions: As used in both these rules and in the construction of 11 V.S.A. § 1621 by the Secretary of State:

(1) "Association of individuals" means the association of two or more persons collectively conducting business for a nonprofit purpose. Such associations are aggregates of individuals.

(2) "Assumed business name" or "assumed name," means a business name registration filed by the Secretary of State under the provisions ofl 1 V.S.A. § 1621.

(3) "Business entity" as used in this chapter is synonymous with the term "b.usiness organization" as used in 11 V.S.A. § 1623.

(4) "Business entity identifier" a word, phrase or abbreviation, regardless of context, required or allowed by 8 V.S.A. § 6034a; 11 V.S.A. §§ 825, 3292, 3402, 4005; llA V.S.A. § 4.01; 1 lB V.S.A. § 4.01; 1 lC V.S.A. § 111 or similar or subsequent statute, to be included in the business name of a particular type of business entity.

(5) "Copartnership" means a partnership formed under the provisions of 11 V.S.A. § 3212 that is not a Limited Liability Partnership.

(6) "Party" means an individual or business entity recorded by the Secretary of State as doing business as an assumed name.

(7) "Person" means an individual or natural person.

(8) "Proper name":

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(A) of an individual means the person's name rendered with at least one given name and one surname;

(B) of a business entity means the full and complete business name as it appears in the records of the Secretary of State.

Section 2. Procedure.

(a) A registrant for a business name shall submit a return listing the following information with the Secretary of State:

( 1) the business name to be registered;

(2) the street address where the business is located;

(3) a brief description of the kind of business to be transacted under the name;

( 4) the proper name, street and residential address of each party registering to do business as the assumed name.

(5) if required by 11 V.S.A. § 1630, the proper name, street and mailing address, of the initial agent for service of process for business conducted by the party or parties as the assumed name; and

( 6) a statement by the registrant in acknowledgement of Rule 4(b) of this chapter.

(b) The Secretary of State will then determine, under the criteria set forth below in Section 3 of this chapter, whether the name is acceptable for registration.

(c) If the Secretary of State determines that the business name is acceptable and the registration is complete, he or 'she shall file the registration of the name.

( d) If the Secretary of State determines the name is not acceptable or that the return does not fulfill all requirements of Rule 2(a) of this chapter, he or she shall send the return back to the registrant with an explanation of why the return is sent back.

Section 3. Criteria.

(a) In accordance with 11 V.S.A. § 1621, the Secretary of State shall decline to register any business name unless the name is distinguishable in the records of the Secretary of State from any other business name of any name registered or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State:

(1) Business names shall be determined distinguishable in the records of the Secretary of State wherein:

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(A) the business names contain the same key word(s) or numeral(s), but in a different order.

(B) the business names whose difference consists of the addition, omission or substitution of key words or numerals, including business names whose difference consists of:

(i) one or more additional words or numerals;

(ii) one or more words or numerals that are different;

(iii) key words with the same or similar meaning, but are different words;

(iv) key words that are pronounced the same, but have both differing spellings and meanings.

(2) Notwithstanding Rule 3(a)(l) of this chapter, business names will not be determined to be distinguishable in the records of the Secretary of State whose difference consists of:

(A)the addition, omission or substitution of:

(i) prefixes, suffixes, punctuation marks, special characters or spacing; except in cases where the addition, omission or substitution of such changes the meaning of a word or phrase in the business name to a non­correspondirig meaning. ·

(ii) articles, prepositions, or conjunctions; or the special character meaning such words, including "a," "an," "and," "at," "by," "for," "in," "plus," "the," "to" "with" "&" "@" and "+"· except in cases where the addition omission or

' ' ' ' ' ' substitution of such results in words without corresponding meanings, or such prefix or suffix constitutes the difference between two proper names.

(iii) business entity identifiers or their abbreviations;

(iv) internet domain suffixes;

(B) the addition or omission of:

(i) the word "Vermont" or the abbreviation "VT" or "Vt.";

(ii) the phrase "Green Mountain" or "Green Mtn.";

(C) the substitution of:

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(i) abbreviations, contractions, conjugates or alternate spellings;

(ii) homographs, meaning words that are spelled the same, but have different meanings regardl~ss of pronunciation; or

(iii) arabic numerals for roman numerals or the word form of such numbers or any combination thereof.

(b) In accordance with 11 V.S.A. § 1621, the Secretary of State shall decline to register any business name that would lead a reasonable person to conclude that the business is a type of entity that it is not. The Secretary of State shall construe this restriction to include, but not limited to:

( 1) the inclusion of a business entity identifier in an assumed name;

(2) the use words or phrases that, in context, may indicate governmental affiliation;

(3) an assumed name that merely consists of a proper name of an individual that is designated as party to the assumed name;

( 4) an assumed name that merely consists of the proper name of an individual that appears in the records of the Secretary of State as a partner, member, shareholder, manager, officer or director of a business entity that is designated as party to the assumed name; or

(5) except in a case where only a single party is designated, an assumed name that merely consists of the proper name, wiJhout business entity identifier, of a business entity named as party to the assumed name.

(c) The use of pre-nominal and post-nominal letters, to include academic, honorary, professional, and religious prefixes and suffixes, will not be sufficient distinguish a business name from that of a party's proper name for the purposes of Rule 3(b) of this chapter.

( d) The Secretary of State shall decline to register any business name that includes vulgar language, including:

( 1) discriminatory language meaning words or phrases that, in context, a reasonable person, applying contemporary community standards, would find to denigrate, defame, or infer a lower comparative status of; or to depict or describe in terms patently offensive; persons or groups based on race, color, religion, ancestry, national origin, sex, sexual orientation, place of birth, age, or disability;

(2) indecent language meaning words or phrases that, in context, a reasonable person, applying contemporary community standards, would find to

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depict, describe in terms patently offensive, or such words or phrases that imply such terms, in reference to sexual or excretory organs, or the activities or products thereof; or

(3) obscene language meaning words or phrases that, in context, a reasonable person, applying contemporary community standards, would find to appeal to the prurient interest; or depict, describe in terms patently offensive or threatening, or such words or phrases that imply such terms, regarding sexual conduct.

Section 4. Execution of Returns.

(a) Except as provided in Rule 4(b) of this chapter, a return delivered to the Secretary of State for filing under 11 V.S.A. § 1621 by or on behalf of the party or parties of an assumed name shall be signed in the name of such party or parties by an individual authorized to do so by said party or parties.

(b) Any return filed under 11 V.S.A. § 1621 may be signed by an agent for service of process.

(c) A return signed under Rules 4(a) or 4(b) of this chapter shall state adjacent to the signature the printed or typed name and capacity of the signer.

(d) An individual who signs a return authorized or required under 11 V.S.A. § 1621 affirms under penalty of perjury he or she is authorized Rules 4(a) or 4(b) of this chapter to sign on behalf of the party or parties to the assumed name, and that the information stated therein is accurate.

Section 5. Effect of actions of business entities that are party to an assumed name.

(a) Dissolution, withdrawal, cancelation or merging out of existence of business entities.

(1) The voluntary dissolution, withdrawal, cancelation or merging out of existence of a business entity that is sole remaining party to an assumed name shall have the same effect as a certificate filed under 11 V.S.A. § 1628(a).

(2) The dissolution, withdrawal, cancelation or merging out of existence of a business entity which is party to an assumed name with at least one other remaining party shall have the same effect as a certificate filed with the Secretary of State under 11 V.S.A. § 1628(b).

(b) In the case of conversion or domestication of a business entity registered to do business as an assumed name under 11 V.S.A. § 1621, such registration shall remain active with the resulting entity remaining party to such assumed name as if the conversion or domestication had never occurred.

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