§414D-276  Corporate name of foreign
corporation.  (a)  If the corporate name of a foreign corporation does not
satisfy the requirements of section 414D-61, the foreign corporation, to obtain
or maintain a certificate of authority to transact business in this State, may
use a fictitious name to transact business in this State if its real name is
unavailable and it delivers to the department director for filing a certificate
of registration of a trade name by the foreign corporation under which the
foreign 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 foreign
corporation shall not be the same as or substantially identical to:



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



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



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



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



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



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



(2)  The applicant delivers to the department director
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 foreign corporation may use in this
State the name (including the 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 in this State
and the foreign corporation:



(1)  Has merged with the other corporation;



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



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



(e)  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 414D-61, it shall not transact business in
this State under the changed name until it adopts a name satisfying the
requirements of section 414D-61 and obtains an amended certificate of authority
under section 414D-274. [L 2001, c 105, pt of §1; am L 2002, c 130, §63]