§414-436  Corporate name of foreigncorporation.  (a)  If the corporate name of a foreign corporation does notsatisfy the requirements of section 414-51(b), (c), and (d), the foreigncorporation to obtain or maintain a certificate of authority to transactbusiness in this State may use a fictitious name to transact business in thisState if its real name is unavailable and it delivers to the departmentdirector for filing a copy of a certificate of registration of a trade name bythe foreign corporation under which the foreign corporation will transactbusiness in this State.

(b)  Except as authorized by subsections (c)and (d), the corporate name (including a fictitious name) of a foreigncorporation may 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 partnership, limited liabilitycompany, or limited liability partnership authorized to transact business inthis State;

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

(3)  The fictitious name of another foreigncorporation authorized to transact business in this State; and

(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 department director's records tothe name applied for.  The department director shall authorize use of the nameapplied 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 foreigncorporation that is used in this State if the other corporation is incorporatedor 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 othercorporation; or

(3)  Has acquired all or substantially all of theassets, including the corporate name, of the other corporation. [L 2000, c 244,pt of §1; am L 2001, c 129, §46; am L 2006, c 184, §8]