JIM MATTOX 

.qttorney General 

Supreme Court Building 

P. 0. BOX 1234S 

Austin. TX. 78711. 234S 

5121475.2301 

Telex 9101874.1387 

Telecopier 5121473.0233 

714 Jackson, Suite 700 

Dallas, TX. 752024506 

2 141742.8944 

4824 Alberta Ave.. State 160 

El Paso. TX. 799052793 

SlY332-3484 

x01 Texas, Suite 700 

“ouston. TX. 77002.3111 

713l22MSS3 

803 Broadway. Suite 312 

Lubbock. TX. 7S401-3479 

003/747-5233 

4309 N. Tentn. Suite B 

McAllen. TX. 78501.1883 

3121582.4347 

200 Main Plaza. Suite 400 

San Antonio. TX. 782052797 

51212254191 

An Equal OppOrtUnilYl 

Affirmative Action EmPlOW 

The Attorney General of Texas 

Dwember 21, 1984 

Rooorable Margaret Moore 

Travis County Attomey 

P. 0. Box 1748 

Austin, Texas 781167 

Opinion No. JN-259 

Re: Meaning of “registrant” for 

purposes of section 36.10 of the 

Business and Commerce Code 

Dear Ms. Moore: 

You inform us that different counties presently apply differing 

requirements for t’w assumed name certificates which must be filed for 

unincorporated businesses and professions. The inconsistent requirements apparently stem from the ambiguity of the term “registrant” in 

section 36.10(a)(Z) of the Texas Business and Commercial Code. 

According1.y. you zwk whether “registrant” refers to the business or 

professional entity which will operate under the assumed name or to 

the partner(s) or beher beneficial owner(s) of the entity. 

Section 36.10(a) first indicates which unincorporated businesses 

or professions must file assumed name certificates and then sets forth 

the information tb,at must appear on the certificates. Subsection 

36.10(a) requires that: 

[a]ny pwson who regularly conducts business or 

renders -sessional services other than as a 

corporation in this state under an assumed name 

shall fiih. . . a certificate setting forth: 

(1) the assumed name under which such business 

or profwsional service is or is to be conducted 

or rendered; 

(2) if the registrant is: 

(A) an individual, his full name and 

restdeoce address; 

(B) a partnership, (i) the venture or 

Flartnership name, (ii) the venture or 

rlartnership office address, and (iii) the 

full name of each joint venturer or 

$;eneral partner and his residence address 

if he is an individual or its office 

address if not an Individual; 

p. 1152 
Honorable Margaret Moore - PII~C 2 (m-259) 

(C) an estate, (I) the name of the 

eetate, ‘~~)thCstate’s office address, 

If any, and (iii) the full name of each 

representa t~lve of the estate and his 

residence address if he is an individual 

or its office address if not an 

Individual; 

(IO a real estate investment trust, 

(i) the name .of the trust, (ii) the 

address of the trust, (iii) the full name 

of each tmstee manager and his residence 

address i:! 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 s’tate, couniry; or other jurisdiction uader the laws of which it was 

organized, incorporated. or associated, 

and (iii) its office address. . . . 

(Emphasis added). 

Before construing the! portion of subsection 36.10(a) which 

employs the term “registrant” and which governs the content of the 

certificate, a preliminary ,Jnderstanding of the scope of “any person” 

is necessary. This term colerols which unincorporated businesses and 

professions must file assumck name certificates. 

Section 36.02 contains the definitions generally applicable in 

chapter 36 of the code and defines “person” as follows: 

In this chapter, unless the context otherwise 

requires: 

. . . . 

(4) ‘Person’ includes an individual, 

partnersbip, company, or corporation. . . . 

(Emphasis added). 

Neither corporations nor estates fall within the definition of 

“any person” as employed i,n section 36.10(s). Because subsection 

36.10(a) quoted above applies to the operation of businesses or 

professions “other than as a corporation” the context requires that 

“any person” in subsection 36.10(a) be read to exclude corporations. 

Corporations operating as s:rs:h under an assumed name are dealt with in 

section 36.11 of the code rather than in section 36.10. Similarly. 

estates are excluded fron the definition of “person” upon the 

rationale that representatl.ves administering an estate can be easily 

p. 1153 
tlonorablc Margaret goore - I’rgc 3 (JM-259) , 

identified. See Cement of Eiar Committee, Bus. 6 Cm. Code 136.02. 

The express enumeration of a particular subject in a statute implies 

the exclusion of all others. Carp v. Texas State Board of Examiners 

of Optometq, 401 S.W.Zd 639, 642 (Tex. Civ. App. - Dallas 1966). 

fl, 612 S.W.Zd 307 (TsK. 1967). ThUl, neither corporations or 

estates ated file an assunled name certificate when they operate as 

such under assumed names. 

.Thc present confusion arose because the remainder of subsection 

36.10(a) contains a refererlce to these two entities, which have been 

excluded from the category of unincorporated “persons” who must file 

an assumed name certificate. The provision includes a corporate 

“registrant ,‘I see 536.10(s) (2)(E), and an estate “registranc.‘i See 

536.10(a) (2) (C)y 

- 

You suggest that the express inclusion of these references to 

corporations and estates Lndicstcs the legislative intent that the 

term “registrant” refers to each beneficial owner of a business or 

profession which operates undzn assumed name. Because you state 

that a “registrant” is on,! who must file a certificate, under your 

interpretation each benefi:lsl owner would have to file separately. 

We disagree with your conclusion that a “registrant” is one who must 

file. but we agree that “registrant” refers to the beneficial owners 

of the entity or “person” as used in section 36.10(a) which is 

required to file an assumed name certificate. 

You base your interpretation of “registrant” upon two related 

maxims of statutory construction: first, that a statute be construed 

so that its various parts ,s’re consistent and reasonable, Singleton v. 

Pennington, 568 S.W.2d 367 l:Tex. Civ. App. - Dallas 1977). aff’d. 606 

S.W.2d 682 (Tex. 1980). and second, that any construction bcoided 

which would make a provision a useless appendage. Carson v. Hudson, 

398 S.U.Zd 321, 323 (Tex. Civ. App. - Austin 1966. no writ). 

Following these principles, your brief indicates that “[IIf ‘registrant’ refers to the entity actually using the assumed name rather 

than to the beneficial owner[s]. two portions of section 36.10 become 

‘useless appendages.” You refer to subsections 36.10(a) (2)(C) and 

36.10(a)(2)(E). which dea,l with estate “registrants” and corporate 

“registrants,” respectivel:‘., 

However, an 1nterpret:‘r:ion of “registrant” which requires each of 

the beneficial owner(s) of an unincorporated entity operating under an 

assumed name to file a cer,::Lficate rather than requiring one filing by 

the entity or “person” would make section 36.10(a) internnlly inconsistent. The subsection would begin by excluding corporations and 

estates from filing an as!;umed name certificate and end by requiring 

such entities to file a ct,rtificate. Corporations would have to file 

under both sections 36.10 ,snd 36.11. Consequently, 

your construction of the :erm “registrant” 

we disagree with 

in the context of section 

36.10(a). 
Honorable Narpret Moore*- hp;o 4 (J+259) 

The Jmbi~ity of the tc:m "registrant" rcsultr from l quJting “any 

peroou" in $ubJeCtiOn 36.10(~) vith “regiStrant” in the JJUIJ SubSection. AJ indicJted, JecKloa 36.10(~) raquirsr any UninCOKpOrJted 

"person" or entity (including an IodividuJl, partnerrhip. or UoioCOrporated CO~PJUY) who regulJrly cooductr buJinJJJ Or’renders profesSiOnJl JarviCeS under JU JsJu1ssd ClJme CO file JO JSSuWd CIJIDC Certific(lte. It do&J not require em unincorporated “registrant” to file a 

certificate. Although Attorney General Opinion W-263 (1980) referred 

to section 36.10(~)(2)(B) 4:s requiring the “registrant” to file an 

assumed name CertifiCJte, rhe 1Jtent ambiguity of the term WJS not 

then in ~JSUC. Thus, the opinion’s reference to “registrant” is not 

controlling. 

The definition of “registrant” prescribed by section 36.02 does 

provide a source of confuskn: 

‘Registrant’ mf?ans any person thJt has filed, 

or on whose behalf there has been filed, Jn 

Ed name certificate under the Drovisions of 

this Chapter or of:her lav. (Empbasi s added). 

Nevertheless. nowhere does the statute require each “registrant” to 

file an assumed name cel:tlficate. Therefore, we conclude that 

“registrant” does refer to the various beneficial owners of the 

unincorporated business or profession operating under an assumed name 

but does not require each beneficial owner to file aF assumed name 

certificate. 

The statute merely requires that each of the “registrants” be 

included on the assumed name certificate. The context of “registrant” 

in section 36.10 contains a’n Implicit requirement that each category 

listed under subsection 36.10(a)(2) must be listed on the certificate 

if they are part of the entity operating under an assumed name. One 

entity or “person” for purposes of subsection 36.10(s) opernting under 

JU asked name may be comprised of several “rJgiStrJnt6;” See; e.g., 

Luloc Oil Co. v. CJldwell County, 601 S.bl.Zd 789. 794 (Tex. (Xv. App. 

- BeJuISOnt 1980, writ ref’d n.r.e.); Attorney General Opinion MW-263 

(1980); see also Bus. 4 Comm. Code 136.15 (indexIn &stem distlnguishes betveen certificate or statement and the individuals filing 

it). 

Because the various “registrants” are part of the entity which 

must file an assumed name c~crtlficate. the provision need not explicitly repeat that each coqonent of the entity, or each “registrant,” 

must be listed in the certl.f’icate. 

Although only the “person” or entity operating under an assumed 

name need file sn assumed nJme certificate, all of the beneficial 

owners falling within the list of various possible “registrants” must 

provide the information :,pecified in subsection 36.10(a)(2). For 

example, assume the entic), conducting business under an assumed name 
Aonorable hargaret Moore - Page 5 (JM-259) 

is a partnership (named C) with two partners, A and 8. Subsection 

36.10(a) requires the filing of one certificate for C which contains 

~11 of the beneficial ouners l=ed in subsection 36.10(a)(2) as 

“registrants.” Thus, A mwt provide the information required of A in 

subsection 36.10(a) (2). and B must also provide the information 

required of B by subsection 36.10(a)(2). 

You also cl& about the execution and acknowledgement requirements 

of section 36.10. Subsection 36.10(b) provides: 

A certificate filed under Subsection (a) of 

this section shall be executed and acknowledged by 

each individual whose name is required to be 

stated therein or by his representative or 

attorney in fact, and in the case of any person 

not an individual, the name of vhich is required to 

be stated theresin, the certificate shall be 

executed and ackwvledged under oath on behalf of 

such person by iTs representative or attorney in 

fact or by a j%nt venturer. general partner, 

trustee manager: officer, or anyone having 

comparable autho,c:Lty, as the case may be, of such 

person. Any c&!lficatc executed and acknowledged 

by an attorney l.n fact shall include J statement 

that such attorney in fact has been duly 

authorized In writing by his principals to execute 

and acknowledge the same, (Emphasis added). 

The language in sec!:!.on 36.10(b) is clear. The section distinguishes “persons” who ;Ire individuals from “persons” who are not. 

In the partnership examplr above (of A and B as partners in C), any 

general partner or person with comparable authority of the registrant 

partnership may execute the certificate. It is not necessary for each 

partner of a registrant partnership to individually execute the certificate. 

SUNMARY 

The term “auy person” rather than the term 

“registrant” in section 36.10(a) of the Texas 

Business and Coaxerce Code controls which unincorporated businesc,es and professions operating under 

an assumed name must file an assumed name certificate. SeCtim 36.10(a) requires JJCh unincorporated entity l,perating under an assumed name to 

file one certi?icate which lists the beneficial 

owner(s) appear:.ng as “registrants” in subsections 

36.10(a) (2) (A)-1:X). The certificate must contain 

the information about each “registrant” required 

by subsections Xi. IO(a) (2) (A)-(E). 

p. 1156 
Honorable Margaret Moore - Page 6 (JM-259) 

Subsection 36.10(b) does not require esch 

partner of a reSistrant partnership to individually execute the assumed name certificate. 

Ver truly you 3,iLa . 

JIM MATTOX 

Attorney General of Texas 

TOM GREEN 

First AssistJnt Attorney General 

DAVID R. RICEARDS 

Executive AJSiStJnt Attorney, General 

RICK CILPIN 

Chairman, Opinion Cossaittee 

Prepared by Jennifer Riggs 

Assistant Attorney General 

APPROVED: 

OPINION CONMITTEE 

Rick Gilpin. Chairman 

Jon Bible 

Colin Carl 

Susan Garrison 

Tony Guillory 

Jim Moellinger 

Jennifer Riggs 

Nancy Sutton 

p. 1157