10-11506

10-11506. Corporate name of foreign
corporation

A. If the corporate name of a foreign corporation does not satisfy the requirements
of section 10-3401, to obtain or maintain a grant of authority to conduct affairs in this
state the foreign corporation shall use a fictitious name that satisfies the requirements
of section 10-3401 to conduct affairs in this state if its real name is unavailable and
it delivers to the commission for filing a copy of the resolution of its board of
directors, certified by a duly authorized officer, adopting the fictitious name. The
foreign corporation shall not include language in its corporate name stating or implying
that the foreign corporation is organized for a purpose other than that permitted by
section 10-3301 and its articles of incorporation.

B. Except as authorized by subsection C of this section, the corporate name,
including a fictitious name, of a foreign corporation shall be distinguishable from:

1. The corporate name of a corporation incorporated under this title or a foreign
nonprofit, not for profit, business or close corporation authorized to transact business
or conduct affairs in this state.

2. A corporate name reserved under section 10-402 or 10-3402 or registered under
section 10-403 or 10-3403.

3. The fictitious name of another foreign business or nonprofit corporation.

4. The partnership name of a limited partnership organized and registered under the
laws of this state or of a foreign limited partnership authorized to transact business in
this state.

5. The name of a limited liability company organized under title 29, chapter 4 or a
foreign limited liability company authorized to transact business in this state.

6. The name of a registered limited liability partnership registered under title
29, chapter 5, article 10 or a foreign registered limited liability partnership
authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

C. A corporation may apply to the commission for authorization to use a name that
is not distinguishable from one or more of the names described in subsection B of this
section. The commission shall authorize use of the name applied for if either:

1. The other corporation consents to the use in writing and submits an undertaking
in a form satisfactory to the commission to change its name to a name that is
distinguishable from the name of the applying corporation.

2. The applicant delivers to the commission a certified copy of a final judgment of
a court of competent jurisdiction establishing the applicant's right to use the name
applied for in this state.

D. A corporation may use the name, including a fictitious name, of another domestic
or foreign business or nonprofit corporation that is used in this state if the other
corporation is incorporated or authorized to transact business or conduct affairs in this
state and the proposed user corporation either has:

1. Merged with the other corporation.

2. Been formed by reorganization of the other corporation.

3. Acquired all or substantially all of the assets, including the corporate name,
of the other corporation.

E. Chapters 24 through 42 of this title do not control the use of fictitious names.

F. If a foreign corporation authorized to transact business in this state changes
its corporate name to one that does not satisfy the requirements of section 10-3401, it
may not transact business in this state under the changed name until it adopts a name
satisfying the requirements of section 10-3401 and obtains new authority under section
10-11504.