PART V. NAME

 

§414-51  Corporate name.  (a)  Acorporate name:

(1)  Must contain the word "corporation","incorporated", or "limited", or the abbreviation"corp.", "inc.", or "ltd."; and

(2)  May not contain language stating or implying thatthe corporation is organized for a purpose other than that permitted by section414-41 and its articles of incorporation.

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

(1)  The name of any entity registered or authorizedto transact business or conduct affairs under the laws of this State;

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

(3)  The fictitious name adopted by a foreigncorporation authorized to transact business in this State because its real nameis unavailable; and

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

(c)  A corporation may apply to the departmentdirector for authorization to use a name that is substantially identical, basedupon the department director's records to one or more of the names described insubsection (b).  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 make the name distinguishable from the name of the applying corporation; or

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

(d)  A corporation may use the name (includingthe fictitious name) of another domestic or foreign corporation that is used inthis State if the other corporation is incorporated or authorized to transactbusiness in this State and the proposed user 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)  This chapter does not control the use offictitious names. [L 2000, c 244, pt of §1; am L 2001, c 129, §13]