# THE ATTORMX GENERAL **OF TEXAS**  Au-.-s 787ll

October 18, 1974 The Honorable Joe Resweber CountyAttorney Harris County Courthouse Houston, Texas 77002 Opinion NO. **H-** 426 Re: Whether County Clerk is authorized tofile a “certificate of ownership” inAssumed Name Records. Dear Mr. Resweber:

Your question concerns the authority ofthe county clerk to record twowritten instruments submitted tohis office in compliance withArticle 5924.1, V.T.C.S., the “Business under assumed name” statute.

Article 5924.1, V. T. C.S., requires that anyone transacting business under an assumed name must file with the county clerk in the county where the business is to be transacted a certificate containing the following information: 1. The name.under which such business is or is to

be conducted: 2. The true or real full name or names of the person or persons conducting such business; and 3. The post-office address or the addresses of such persons. Of the twoinstruments given to the clerk under authority ofthis article, one is executed bythe “nominee” of an unincorporated business trust, which is legally under the control of several trustees who reside in another state. This first instrument contains thename and personal address ofthe “nominee, ” the assumed name ofthebusiness, and the names ofthe trustees, It does not contain the addresses ofthe trustees,
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nor is it executed by them. The second inetrument gives the names ofthe trustees, recites that they will conduct business under a certain assumed name, provides the business address ofthe trust, butdoes not contain the personal addresses ofthe trustees, individually.

The county clerk has questioned the sufficiency of both certificates under Article 5924.1, V. T. C.S. Neither instrument discloses the personal addresses of thetrustees who legally ownand control the business. Certainly, the county clerk, before performing a ministerial duty such as recording a document, is entitled to examine the face ofthe document to determine if it is the type of instrument he is authorized to record. Under Article 5924.1 the addresses of the persons whointend totransact business under anassumed name is an essential element ofthe certificate. Although the clerk is not responsible for verifying theaccuracy of the information contained in an assumed name certificate, we believe he may refuse to record a certificate which is clearly defective onits face. See Attorney General Opinion M-578 (1970) (information required in a declaration ofinformal marriage);

Judgedbythese standards, it is our opinion thatthe certificate executed by thenominee, stating thathe will conduct business, and providing - all information required as a condition ofhis transacting business under an assumed name, is authorized to be recorded. Sinclair Refining Co. v. M, **13**F.2d 68 (5th Cir. 1926).

The second certificate executed bythe trustees, and stating that they intend to dobus!ness under anassumed name, could properly be denied registration because it gives only the business address ofthe unincorporated trust. Article 5924.1 insas’% purpose the protection of the public whodobusiness with persons operating under assumed business names. Paragon Oil Syndicate v. Rhoades Drilling Co., 277 S.W. 1036 (Tex. 1925). The statute requires the filing ofa certificate giving the real identity and address ofthe person or persons doing business under an assumed name. Inour opinion neither the purpose of the law, nor its literal requirements, can be satisfied by a document containing only the business address ofthe unincorporated business trust. Consequently, the county clerk is notauthorized to record the instrument proferred by the trustees as an “assumed name certificate. ” .

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The Honorable Joe Resweber page 3 **(H-426)**

SUMMARY An “assumed name certificate” under Article 5924.1, V.T.C.S., must contain all theinformation required by law before the County Clerk is authorized to record the instrument as a county record. Very truly yours,

Attorney General of Texas

DAVID M. KENDALL, Chairman Opinion Committee 

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