CHAPTER 23. NAME
IC 23-1-23
Chapter 23. Name
IC 23-1-23-1
Corporate name
Sec. 1. (a) A corporate name:
(1) must contain the word "corporation", "incorporated","company", or "limited", or the abbreviation "corp.", "inc.","co.", or "ltd.", or words or abbreviations of like import inanother language; and
(2) except as provided in subsection (e), may not containlanguage stating or implying that the corporation is organizedfor a purpose other than that permitted by IC 23-1-22-1 and itsarticles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporatename must be distinguishable upon the records of the secretary ofstate from:
(1) the corporate name of a corporation or other business entityincorporated or authorized to transact business in Indiana;
(2) a corporate name reserved or registered under section 2 or3 of this chapter;
(3) a fictitious name adopted by a foreign corporationauthorized to transact business in Indiana because the foreigncorporation's true name was unavailable; and
(4) the corporate name of a not-for-profit corporationincorporated or authorized to transact business in Indiana.
(c) A corporation may apply to the secretary of state forauthorization to use a name that is not distinguishable upon thesecretary of state's records from one (1) or more of the namesdescribed in subsection (b). The secretary of state shall authorize useof the name applied for if:
(1) the other corporation files its written consent to the use,signed by any current officer of the corporation; or
(2) the applicant delivers to the secretary of state a certifiedcopy of the final judgment of a court of competent jurisdictionestablishing the applicant's right to use the name applied for inIndiana.
(d) A corporation may use the name, including the fictitious name,of another domestic or foreign corporation that is used in Indiana ifthe other corporation is incorporated or authorized to transactbusiness in Indiana and the proposed user 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, includingthe corporate name, of the other corporation.
(e) A bank holding company (as defined in 12 U.S.C. 1841) mayuse the word "bank" or "banks" as a part of its name. However, thissubsection does not permit a bank holding company to advertise orrepresent itself to the public as affording the services or performing
the duties that a bank or trust company only is entitled to afford andperform.
(f) Except as provided in IC 23-1-49-6, this article does notcontrol the use of fictitious names.
As added by P.L.149-1986, SEC.7. Amended by P.L.145-1988,SEC.4; P.L.178-2002, SEC.98; P.L.133-2009, SEC.15.
IC 23-1-23-2
Exclusive use of corporate name
Sec. 2. (a) A person may reserve the exclusive right to the use ofa name, including a fictitious name for a foreign corporation whosename is not available, by delivering an application to the secretary ofstate for filing. The application must set forth the name and addressof the applicant and the name proposed to be reserved. If thesecretary of state finds that the name applied for is available, thesecretary of state shall reserve the name for the applicant's exclusiveuse for renewable one hundred twenty (120) day periods.
(b) The owner of a reserved name may transfer the reservation toanother person by delivering to the secretary of state a signed noticeof the transfer that states the name and address of the transferee.
As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001,SEC.3.
IC 23-1-23-3
Foreign corporation; registration of name
Sec. 3. (a) A foreign corporation may register its name, or itsname with any addition required by IC 23-1-49-6, if the name isdistinguishable upon the records of the secretary of state as providedin section 1 of this chapter.
(b) A foreign corporation registers its name, or its name with anyaddition required by IC 23-1-49-6, by delivering to the secretary ofstate for filing an application setting forth:
(1) its name, or its name with any addition required byIC 23-1-49-6; and
(2) the state or country and date of its incorporation.
(c) The name is registered for the applicant's exclusive use uponthe effective date of the application.
(d) A foreign corporation whose registration is effective mayrenew it for successive years by delivering to the secretary of statefor filing a renewal application, which complies with therequirements of subsection (b), between October 1 and December 31of the preceding year. The filing of the renewal application renewsthe registration for the following calendar year.
(e) A foreign corporation whose registration is effective maythereafter qualify as a foreign corporation under that name or consentin writing to the use of that name by a corporation thereafterincorporated under this article or by another foreign corporationthereafter authorized to transact business in Indiana. The registrationterminates when the domestic corporation is incorporated or theforeign corporation qualifies or consents to the qualification of
another foreign corporation under the registered name.
As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001,SEC.4.