§414D-276  Corporate name of foreigncorporation.  (a)  If the corporate name of a foreign corporation does notsatisfy the requirements of section 414D-61, the foreign corporation, to obtainor maintain a certificate of authority to transact business in this State, mayuse a fictitious name to transact business in this State if its real name isunavailable and it delivers to the department director for filing a certificateof registration of a trade name by the foreign corporation under which theforeign corporation will transact business in this State.

(b)  Except as authorized by subsections (c)and (d), the corporate name (including a fictitious name) of a foreigncorporation shall not be the same as or substantially identical to:

(1)  The name of any domestic corporation,partnership, limited partnership, limited liability company, or limitedliability partnership existing or registered under the laws of this State, orany foreign corporation, partnership, limited liability company, or limitedliability partnership authorized to transact business in this State;

(2)  A name the exclusive right to which is, at thetime, reserved in this State;

(3)  The fictitious name of another foreign businessor nonprofit corporation authorized to transact business in this State; or

(4)  Any trade name, trademark, or service markregistered in this State.

(c)  A foreign corporation may apply to thedepartment director for authorization to use in this State the name of anothercorporation (incorporated or authorized to transact business in this State)that is substantially identical based upon the records of the departmentdirector to the name applied for.  The department director shall authorize useof the name applied for if:

(1)  The other entity or holder of a reserved orregistered name consents to the use in writing, and one or more words are addedto the other entity's name to make the name distinguishable from the name ofthe applicant; or

(2)  The applicant delivers to the department directora certified copy of a final judgment of a court of competent jurisdictionestablishing the applicant's right to use the name applied for in this State.

(d)  A foreign corporation may use in thisState the name (including the fictitious name) of another domestic or foreignbusiness or nonprofit corporation that is used in this State if the othercorporation is incorporated or authorized to transact business in this Stateand the foreign corporation:

(1)  Has merged with the other corporation;

(2)  Has been formed by reorganization of the othercorporation; or

(3)  Has acquired all or substantially all of theassets, including the corporate name, of the other corporation.

(e)  If a foreign corporation authorized totransact business in this State changes its corporate name to one that does notsatisfy the requirements of section 414D-61, it shall not transact business inthis State under the changed name until it adopts a name satisfying therequirements of section 414D-61 and obtains an amended certificate of authorityunder section 414D-274. [L 2001, c 105, pt of §1; am L 2002, c 130, §63]