THE ATTORMX GENERAL 

OF TEXAS 

Au-.-s 787ll 

October 18, 1974 

The Honorable Joe Resweber 

County Attorney 

Harris County Courthouse 

Houston, Texas 77002 

Opinion NO. H- 426 

Re: Whether County Clerk is 

authorized to file a “certificate 

of ownership” in Assumed Name 

Records. 

Dear Mr. Resweber: 

Your question concerns the authority of the county clerk to record 

two written instruments submitted to his office in compliance with Article 

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 two instruments given to the clerk under authority of this 

article, one is executed by the “nominee” of an unincorporated business 

trust, which is legally under the control of several trustees who reside 

in another state. This first instrument contains the name and personal 

address of the “nominee, ” the assumed name of the business, and the 

names of the trustees, It does not contain the addresses of the trustees, 

p. 1975 
The Honorable Joe Resweber page 2 (H-426) 

nor is it executed by them. The second inetrument gives the names of the 

trustees, recites that they will conduct business under a certain assumed 

name, provides the business address of the trust, but does not contain the 

personal addresses of the 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 the trustees who legally own and control the business. 

Certainly, the county clerk, before performing a ministerial duty such 

as recording a document, is entitled to examine the face of the document 

to determine if it is the type of instrument he is authorized to record. 

Under Article 5924.1 the addresses of the persons who intend to transact 

business under an assumed name is an essential element of the certificate. 

Although the clerk is not responsible for verifying the accuracy of the 

information contained in an assumed name certificate, we believe he may 

refuse to record a certificate which is clearly defective on its face. See 

Attorney General Opinion M-578 (1970) (information required in a declaration of informal marriage); 

Judged by these standards, it is our opinion that the certificate 

executed by the nominee, stating that he will conduct business, and providing 

- 

all information required as a condition of his 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 by the trustees, and stating that 

they intend to do bus!ness under an assumed name, could properly be 

denied registration because it gives only the business address of the 

unincorporated trust. Article 5924.1 ins as’% purpose the protection of 

the public who do business 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 of a certificate giving the real 

identity and address of the person or persons doing business under an 

assumed name. In our opinion neither the purpose of the law, nor its 

literal requirements, can be satisfied by a document containing only the 

business address of the unincorporated business trust. Consequently, the 

county clerk is not authorized to record the instrument proferred by the 

trustees as an “assumed name certificate. ” 

. 

1 

p. 1976 
. . 

The Honorable Joe Resweber page 3 (H-426) 

SUMMARY 

An “assumed name certificate” under Article 

5924.1, V.T.C.S., must contain all the information 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 

lg 

p. 1977