Request By:
William H. Walden, Esq.
Assistant Jefferson County Attorney
546 Starks Building
Louisville, Kentucky 40202
Opinion
Opinion By: Robert F. Stephens, Esq., Attorney General; Mark F. Armstrong, Esq., Assistant Attorney General
We are in receipt of your letter in which you ask our opinion of the proper interpretation of KRS 365.015. This statute regulates the transaction of business under any name other than the real name of the business entity. The particular business entities regulated by the statute and their real name is set forth in KRS 365.015(1). If the business is to be operated under an assumed name, the business entity must file a Certificate of Assumed Name which shall state:
". . . [T]he assumed named under which the business will be conducted or transacted, the real name of . . . [the business entity] and his or its address, including street and number, if any." KRS 365.015(2).
A Certificate of Assumed Name has been tendered to the Jefferson County Court Clerk. The address contained therein is not located in Jefferson County. Your question is whether the address set forth in a Certificate of Assumed Name must be a local address.
The statute does not require a local address to be listed. Such a requirement may be inferred if it is necessary to effectuate the purposes of the statute, cf., Folks v. Barren County, 313 Ky. 515, 232 S.W.2d 1010 (1950). The legislative intent and purpose of the statute is obtained from its language, Gateway Const. Co. v. Wallbaum, Ky., 356 S.W.2d 247 (1962). We believe that its purpose is to permit persons a means of discovering the true identity of the parties with whom they are doing business and, accordingly, to prevent fraud and deception by business entities which seek to sail under false colors.
This purpose is not materially furthered by requiring a local address. The disclosure of the true identity is accomplished without regard to the location of the business. Albeit that listing of a local address may have certain advantages, or be better policy, but we are unable to imply such a requirement, cf. Bd. of Educ. of Nelson County v. Lawrence, Ky., 375 S.W.2d 830 (1963).
Accordingly, we are of the opinion that KRS 365.015 does not require a local address to be listed in a Certificate of Assumed Name. Our opinion is limited to and extends no further than the expression of it in this summary.