CHAPTER 3
FICTITIOUS NAMES
Sec.
301. Short title of chapter.
302. Definitions.
303. Scope of chapter.
304. Effect of registration under prior statutes.
311. Registration.
312. Amendment.
313. Cancellation or withdrawal.
321. Decennial filings required (Deleted by amendment).
331. Contracts and acts by entity using unregistered fictitious name.
332. Effect of registration.
Enactment. Chapter 3 was added December 16, 1982, P.L.1309, No.295, effective in 90 days.
Prior Provisions. Former Chapter 3, which related to the same subject matter, was added November 15, 1972, P.L.1063, No.271, and repealed December 16, 1982, P.L.1309, No.295, effective in 90 days.
Cross References. Chapter 3 is referred to in sections 202, 414 of Title 15 (Corporations and Unincorporated Associations).
§ 301. Short title of chapter.
This chapter shall be known and may be cited as the "Fictitious Names Act."
§ 302. Definitions.
The following words and phrases when used in this chapter shall have, unless the context clearly indicates otherwise, the meanings given to them in this section:
"Business." Any commercial or professional activity.
"Entity." Any individual or any corporation, association, partnership, joint-stock company, business trust, syndicate, joint adventureship or other combination or group of persons, regardless of whether it is organized or formed under the laws of this Commonwealth or any other jurisdiction.
"Fictitious name." Any assumed or fictitious name, style or designation other than the proper name of the entity using such name. The term includes a name assumed by a general partnership, syndicate, joint adventureship or similar combination or group of persons.
"Proper name." When used with respect to an association of a type listed in the following paragraphs, the term means the name set forth in:
(1) the public organic record, for a domestic filing association;
(2) the statement of registration, for a limited liability partnership;
(3) (Deleted by amendment).
(4) the statement of election, for an electing partnership;
(5) (Deleted by amendment).
(6) (Deleted by amendment).
(7) (Deleted by amendment).
(8) (Deleted by amendment).
(9) the statement of registration of a registered foreign association under 15 Pa.C.S. § 412(a)(1)(i) (relating to foreign registration statement) or, if that name does not comply with 15 Pa.C.S. § 202 (relating to requirements for names generally), the name set forth in the statement under 15 Pa.C.S. § 412(a)(1)(ii).
(a) Definitions.--(Deleted by amendment).
(b) Other defined terms.--(Deleted by amendment).
(June 22, 2000, P.L.356, No.43, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
§ 303. Scope of chapter.
(a) Voluntary registration.--Any one or more entities may elect to register a fictitious name under this chapter for the purpose of establishing a public record of their relationship to any business or other activity carried on under or through such fictitious name.
(b) Mandatory registration.--
(1) Except as provided in paragraph (2), any entity which either alone or in combination with any other entity conducts any business in this Commonwealth under or through any fictitious name shall register the fictitious name under this chapter and shall amend such registration whenever necessary to maintain the accuracy of the information disclosed thereby.
(2) Paragraph (1) shall not apply to any:
(i) Nonprofit or professional activities.
(ii) Activities which are expressly or impliedly prohibited by law from being carried on under a fictitious name.
(iii) (Deleted by amendment).
(iv) Unincorporated association.
(v) (Deleted by amendment).
(vi) (Deleted by amendment).
(vii) (Deleted by amendment).
(viii) (Deleted by amendment).
(c) Other restrictions unaffected.--The registration of a fictitious name under this chapter shall not be a defense to any action or proceeding brought to enforce any law which expressly or impliedly prohibits any activity from being carried on under a fictitious name.
(d) Effect of registration.--The registration of a name under this chapter does not render the name unavailable for use by another entity.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2000, P.L.356, No.43, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 added subsec. (d).
2000 Amendment. Act 43 deleted subsec. (b)(2)(iii), (v), (vi), (vii) and (viii).
1988 Amendment. Act 177 amended subsec. (b)(2).
§ 304. Effect of registration under prior statutes.
Fictitious names registered under the former provisions of the following statutes shall be deemed to be registered under this chapter:
Act of June 28, 1917 (P.L.645, No.227), relating to individual fictitious names.
Act of May 24, 1945 (P.L.967, No.380), referred to as the Fictitious Name Act.
Act of July 11, 1957 (P.L.783, No.374), known as the "Fictitious Corporate Name Act."
§ 311. Registration.
(a) General rule.--A fictitious name may be registered under this chapter by filing in the department an application for registration of fictitious name, which shall be executed as provided in subsection (d), and shall set forth:
(1) The fictitious name.
(2) A brief statement concerning the character or nature of the business or other activity to be carried on under or through the fictitious name.
(3) The address, including street and number, if any, of the principal place of business of the business or other activity to be carried on under or through the fictitious name.
(4) The name and address, including street and number, if any, of each individual interested in such business or other activity.
(5) With respect to each entity, other than an individual, interested in such business or other activity:
(i) The name of the entity and a statement of its form of organization.
(ii) The name of the jurisdiction under the laws of which it is organized.
(iii) The address, including street and number, if any, of its principal office under the laws of its domiciliary jurisdiction.
(iv) The address, including street and number, if any, of its registered office, if any, in this Commonwealth.
(6) A statement that the applicant is familiar with the provisions of section 332 (relating to effect of registration) and understands that filing under the Fictitious Names Act does not create any exclusive or other right in the fictitious name.
(7) Such other information necessary to the administration of this chapter as the department may specify by regulation.
(b) Use of designators.--A fictitious name registered under this chapter:
(1) May not contain a corporate designator such as "corporation," "incorporated" or "limited" or any derivation or abbreviation thereof unless the entity or at least one entity named in the application for registration of fictitious name is a corporation. The use of the word "company" or any derivation or abbreviation thereof by a sole proprietorship, a partnership or a corporation is permissible.
(2) Need not contain an association designator, notwithstanding the fact that some or all of the persons interested therein are associations. This paragraph shall not be construed to limit or affect any personal liability otherwise existing of interest holders of an association to persons who deal with the association without knowledge of its status as such.
(c) Agent for effecting amendments.--The application may designate one or more parties who shall be authorized to execute amendments to, withdrawals from or cancellation of the registration under this chapter in behalf of all then existing parties to the registration.
(d) Execution.--
(1) Where the application for registration relates to an entity which includes one or more participants which are partnerships or other entities composed of two or more parties, it shall not be necessary for each ultimate party to be named in and to execute the application, but only the constituent participants shall be named in the application and a partner or other authorized representative of a participant may execute the application on behalf of the participant.
(2) Where the application for registration relates to a trust or similar entity, it shall not be necessary for each beneficial owner or similar ultimate party to be named in and to execute the application, but only the trustees of the trust or the governing body of the similar entity shall be named in and shall execute the application.
(3) Otherwise, the application for registration shall be executed by each individual party thereto and, in the case of any other entity, by the entity. See section 103 (relating to execution of documents).
(4) The application of any party may be executed by the attorney-in-fact of the party.
(e) Duplicate use of names.--The fictitious name shall be distinguishable upon the records of the department from:
(1) The name of any domestic filing entity, domestic limited liability limited partnership, domestic electing partnership or registered foreign association, unless such name is available or is made available for use under the provisions or procedures of 15 Pa.C.S. § 202(b)(1) (relating to requirements for names generally).
(2) (Deleted by amendment).
(3) The name of any administrative department, board or commission or other agency of this Commonwealth.
(4) A name the exclusive right to which is at the time reserved or registered by any other person under 15 Pa.C.S. § 208 (relating to reservation of name) or 209 (relating to registration of name of nonregistered foreign association) or another statute.
(f) Required approvals.--The fictitious name shall not contain:
(1) The words "college," "university" or "seminary" when used in such a way as to imply that the entity is an educational institution conforming to the standards and qualifications prescribed by the State Board of Education unless there is submitted a certificate from the Department of Education certifying that the entity is entitled to use such designation.
(2) The words "engineer" or "engineering" or "surveyor" or "surveying" or any other word implying that any form of the practice of engineering or surveying, as defined in the act of May 23, 1945 (P.L.913, No.367), known as the Professional Engineers Registration Law, is provided unless at least one of the parties to the registration has been properly registered with the State Registration Board for Professional Engineers and there is submitted to the department a certificate from the board to that effect.
(3) The words "bank," "banking," "banker" or "trust" or any other word implying that the entity is a bank, bank and trust company, savings bank, private bank or trust company, as defined in the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, unless approved by the Department of Banking.
(4) The word "cooperative" or any abbreviation thereof unless it is subject to 15 Pa.C.S. Pt. II Subpt. D (relating to cooperative corporations).
(5) The words "architect" or "architecture" or any other word implying that any form of the practice of architecture, as defined in the act of December 14, 1982 (P.L.1227, No.281), known as the Architects Licensure Law, is provided unless at least one of the parties to the registration has been properly registered with the Architects Licensure Board in the practice of architecture and there is submitted to the department a certificate from the board to that effect.
(6) The words "credit union" or any other words implying that the entity is a credit union as defined in 17 Pa.C.S. § 102 (relating to application of title), unless approved by the Department of Banking.
(7) The words "annuity," "assurance," "beneficial," "bond," "casualty," "endowment," "fidelity," "fraternal," "guaranty," "indemnity," "insurance," "insurer," "reassurance," "reinsurance," "surety" or "title" when used in such a way as to imply that the entity is engaged in the business of writing insurance or reinsurance as principal or any other words of like purport unless there is submitted a certificate from another jurisdiction certifying that the entity is duly licensed therein as an insurance company or a certificate from the Insurance Department certifying that it has no objection to the use by the entity of such designation.
(8) The words "electric cooperative" unless it is subject to 15 Pa.C.S. Ch. 73 (relating to electric cooperative corporations).
(9) The number "911" unless the entity is a public agency located in whole or in part within the Commonwealth and is authorized by law to provide emergency telephone service for firefighting, law enforcement, ambulance, emergency medical or other emergency services.
(10) Any word or phrase not permitted by law to be filed under this chapter without governmental consent unless there is submitted to the department written evidence of such consent.
(g) Advertisement.--An entity which includes an individual party shall officially publish in the county in which the principal office or place of business of the entity is or, in the case of a proposed entity, is to be located notice of its intention to file or the filing of an application for registration of a fictitious name under this chapter. The notice may appear prior to or after the day upon which the application is filed in the department and shall be kept with the permanent records of the business and shall set forth briefly:
(1) The fictitious name.
(2) The address, including street and number, if any, of the principal office or place of business of the business to be carried on under or through the fictitious name.
(3) The names and respective addresses, including street and number, if any, of all persons who are parties to the registration.
(4) A statement that an application for registration of a fictitious name is to be or was filed under the Fictitious Names Act.
(h) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement).
(Dec. 21, 1988, P.L.1444, No.177; Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 1, 1994, P.L.412, No.66, eff. 60 days; June 22, 2000, P.L.356, No.43, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsecs. (b) and (e)(1).
2014 Amendment. Act 172 amended subsec. (e)(1) and (4).
2000 Amendment. Act 43 amended subsec. (e).
1994 Amendment. Act 66 renumbered subsec. (f)(9) to subsec. (f)(10) and added a new subsec. (f)(9).
1990 Amendment. Act 198 amended subsec. (f).
1988 Amendment. Act 177 amended subsecs. (a)(3), (b)(1), (d), (e)(1) and (2), (f)(4) and (g) and added subsec. (h), effective immediately and retroactive to March 16, 1983, as to subsec. (b)(1) and immediately as to the remainder of the section.
References in Text. The name of the Professional Engineers Registration Law was changed to the Engineer, Land Surveyor and Geologist Registration Law. The name of the State Registration Board for Professional Engineers and Professional Land Surveyors was changed to the State Registration Board for Professional Engineers, Land Surveyors and Geologists.
Cross References. Section 311 is referred to in section 312 of this title.
§ 312. Amendment.
(a) General rule.--A fictitious name registration under this chapter may be amended by filing in the department an application for amendment of fictitious name registration, which shall be executed as provided in subsection (b), and shall set forth:
(1) The fictitious name as theretofore registered.
(2) An identification of the last preceding filing in the department with respect to the fictitious name.
(3) The amendment, which may change the fictitious name, add or withdraw or reflect a change in name of a party to the registration, or otherwise revise the filing, and which shall revise any information set forth in preceding filings which has become inaccurate, and which shall restate in full all such information as so revised.
(4) A statement that the amendment, without reference to any preceding filing, sets forth all information with respect to the fictitious name which would be required in an original filing under the Fictitious Names Act.
(5) Such other information necessary to the administration of this chapter as the department may specify by regulation.
(b) Execution.--The application for amendment may be executed:
(1) in the same manner as an original application for registration of a fictitious name, including any party who is thereby withdrawing; or
(2) by the agent or agents designated pursuant to section 311(c) (relating to agent for effecting amendments) or subsection (a)(3) and by any additional party to such registration.
(c) Required approvals.--Section 311(f) (relating to required approvals) shall be applicable to any amendment which effects a change in the fictitious name as theretofore registered.
(d) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989)
1988 Amendment. Act 177 added subsec. (d).
§ 313. Cancellation or withdrawal.
(a) General rule.--A fictitious name registration under this chapter may be cancelled, or a party to such a registration may withdraw therefrom, by filing in the department an application for cancellation of fictitious name registration or an application for withdrawal from fictitious name registration, as the case may be, which shall be executed as provided in subsection (b), and shall set forth:
(1) The fictitious name as theretofore registered.
(2) An identification of the last preceding filing in the department with respect to the fictitious name.
(3) A statement that the fictitious name registration is cancelled, or that one or more, but less than all, parties to the registration have withdrawn from the business or other activity carried on, under or through the fictitious name.
(4) Such other information necessary to the administration of this chapter as the department may specify by regulation.
(b) Execution.--An application under this section may be executed in the same manner as an application for amendment of fictitious name registration except that an application for withdrawal from fictitious name registration may be executed solely by the withdrawing party.
(c) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989)
1988 Amendment. Act 177 added subsec. (c).
§ 321. Decennial filings required (Deleted by amendment).
2000 Amendment. Section 321 was deleted by amendment June 22, 2000, P.L.356, No.43, effective immediately.
§ 331. Contracts and acts by entity using unregistered fictitious name.
(a) General rule.--No entity which has failed to register a fictitious name as required by this chapter shall be permitted to maintain any action in any tribunal of this Commonwealth until such entity shall have complied with the provisions of this chapter. Nor shall any action be maintained in any tribunal of this Commonwealth by any successor or assignee of such entity on any right, claim or demand arising out of a transaction with respect to which such entity used such fictitious name until such entity, or an entity which has acquired all or substantially all of its assets, shall have complied with the provisions of this chapter. The failure by itself of an entity to register a fictitious name as required by this chapter shall not impair the validity of any contract or act of the entity using the fictitious name and shall not prevent the entity from defending any action in any tribunal of this Commonwealth.
(b) Civil penalty.--(Deleted by amendment).
(c) Substantial compliance.--The penalty under subsection (a) shall not be applicable if there has been substantial compliance in good faith with the requirements of this chapter or the corresponding provisions of prior law.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 331 is referred to in section 332 of this title.
§ 332. Effect of registration.
(a) General rule.--Registration of a fictitious name under this chapter imparts no legal right to the registering entity other than that:
(1) the conducting of business by it under a fictitious name shall not result in the penalties provided by section 331 (relating to contracts and acts by entity using unregistered fictitious name); and
(2) the doing of business by the entity using the registered name has the same force and effect as doing business under the proper name of the entity.
(b) Foreign registration unaffected.--The registration required under this chapter is in addition to all other acts required of an entity prerequisite to its doing business in this Commonwealth and no provision of this chapter shall be construed as relieving an entity of any duty under any other statute.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 332 is referred to in section 311 of this title.