CARRYING ON BUSINESS UNDER ASSUMED OR FICTITIOUS NAME
Act 101 of 1907
445.1 Certificate required to carry on business under assumed name; filing; form; contents; fee; execution and acknowledgment; exceptions; certification and return of duplicate; “person” and “address” defined; imposition of fee by certain charter counties.
Sec. 1.
(1) A person shall not carry on, conduct, or transact business in this state under an assumed name, or under a designation, name, or style other than the real name of the person owning, conducting, or transacting that business, unless the person files in duplicate in the office of the clerk of the county or counties in which the person owns, conducts, or transacts, or intends to own, conduct, or transact, business, or maintains an office or place of business, a certificate on a form furnished by the county clerk setting forth the name under which the business owned is, or is to be, conducted or transacted, and the true or real full name and address of the person owning, conducting, or transacting the business. At the time of filing the certificate, the person shall pay the clerk a filing fee of $6.00. The certificate shall be executed and duly acknowledged by the person owning, conducting, or intending to conduct the business.
(2) The selling of goods by sample or through a traveling agent or traveling salesperson, or by means of orders forwarded by the purchaser through the mails, shall not be construed for the purpose of this act as conducting or transacting business so as to require the filing of the certificates.
(3) The county clerk shall certify the duplicate and return it to the applicant.
(4) As used in this act:
(a) "Person" means 1 or more individuals, partnerships, trusts, fiduciaries, or other entities capable of contracting, except corporations and limited partnerships.
(b) "Address" means the residence or principal business address of the person.
(5) A charter county with a population of more than 2,000,000 may impose by ordinance a different amount for the filing fee prescribed by subsection (1). A charter county shall not impose a fee which is greater than the cost of the service for which the fee is charged.
History: 1907, Act 101, Eff. Sept. 28, 1907 ;-- CL 1915, 6349 ;-- CL 1929, 9825 ;-- Am. 1931, Act 274, Eff. Sept. 18, 1931 ;-- CL 1948, 445.1 ;-- Am. 1949, Act 151, Eff. Sept. 23, 1949 ;-- Am. 1967, Act 138, Eff. Nov. 2, 1967 ;-- Am. 1968, Act 165, Eff. Nov. 15, 1968 ;-- Am. 1969, Act 158, Imd. Eff. Aug. 5, 1969 ;-- Am. 1977, Act 121, Imd. Eff. Oct. 19, 1977 ;-- Am. 1984, Act 294, Imd. Eff. Dec. 20, 1984 ;-- Am. 1990, Act 111, Eff. Mar. 28, 1991
Notes of Decisions
Clark v. United Tech. Auto., Inc, 594 N.W.2d 447 (Mich. 1999).
· cites it 2× “§ 445.1; MSA 19.821, the terms "Herzhaft," "defendants," and "Lincoln" are interchangeable for purposes of our analysis today.”
Cmty. Assocs. v. Meridian Charter Twp., 314 N.W.2d 490 (Mich. Ct. App. 1981).
“Petitioner limited partnership is a "person” within the meaning of MCL 445.1(4)(1); MSA 19.821(4)(a), allowing it to file an assumed name certificate.”
Belvidere Land Co. v. Owen Park Plaza, Inc., 106 N.W.2d 380 (Mich. 1960).
“In 1949 plaintiff Charles Layton, sole stockholder of plaintiff Belvidere Land Company, filed a certificate with the Wayne county clerk under CLS 1956, § 445.1 (Stat Ann 1959 Rev § 19.821), indicating that he was doing business under the assumed name of Owen Park Apartments.”
Kramer v. Charlevoix Beach Hotel, 71 N.W.2d 226 (Mich. 1955).
· cites it 2× “NOTES [*] See CL 1948, § 445.1 et seq., as amended by PA 1949, No 101 (CLS 1954, § 445.”
People v. Emmons, 162 N.W.2d 117 (Mich. Ct. App. 1987).
“Emmons executed an assumed name certificate pursuant to CLS 1961, § 445.1 (Stat Ann’-1964 Rev § 19.821), and in the presence of a notary public he falsely signed the name “Donald Walker” at the bottom of the certificate and acknowledged that he had executed it.”
People v. Kasparis, 309 N.W.2d 241 (Mich. Ct. App. 1981).
“In People v Emmons, 11 Mich App 660 ; 162 NW2d 117 (1968), this Court reversed the perjury conviction of a defendant who was convicted pursuant to the assumed name statute, MCL 445.1; MSA 19.821, after falsely signing a notary’s certification.”
June v. Vibra Screw Feeders, Inc., 149 N.W.2d 480 (Mich. Ct. App. 1967).
“Actual notice is shown by the fact that appellant’s counsel responded in line with the process served. The theory that the appellee is not entitled to the use of the courts of Michigan because of failure to properly file an assumed name certificate in accordance with CL 1948, §…”
People v. King Tut, 394 N.W.2d 30 (Mich. Ct. App. 1986).
“Defendant King Tut subsequently moved in Recorder’s Court to quash the information on the ground that King Tut was merely an assumed name for Marc Levise and that the Precious Metal and Gem Dealer Act did not provide for a dealer’s vicarious criminal liability.”
Brenda Ealey v. Benjigates Estates LLC (Mich. Ct. App. 2016).
“See MCL 445.1(1). Although a statutory penalty is imposed for failure to comply with the registration requirements, the fact that such a penalty is provided “shall not be construed to avoid contracts.”
— Mich. Comp. Laws § 445.1(1) — 1 case
Brenda Ealey v. Benjigates Estates LLC (Mich. Ct. App. 2016).
“See MCL 445.1(1). Although a statutory penalty is imposed for failure to comply with the registration requirements, the fact that such a penalty is provided “shall not be construed to avoid contracts.”
— Mich. Comp. Laws § 445.1(4)(1) — 1 case
Cmty. Assocs. v. Meridian Charter Twp., 314 N.W.2d 490 (Mich. Ct. App. 1981).
“Petitioner limited partnership is a "person” within the meaning of MCL 445.1(4)(1); MSA 19.821(4)(a), allowing it to file an assumed name certificate.”
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