CHAPTER 5. CORPORATE NAMES
IC 23-17-5
Chapter 5. Corporate Names
IC 23-17-5-1
Contents; distinguishable from other recorded names; waiver;exceptions; application of article to fictitious names
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 similar words or abbreviations in anotherlanguage; and
(2) except as provided in subsection (e), may not containlanguage stating or implying that the corporation is organizedfor a purpose other than a purpose permitted by this article andthe corporation's articles of incorporation.
(b) Except as authorized under subsections (c) and (d), a corporatename must be distinguishable upon the records of the secretary ofstate from the following:
(1) The corporate name of a nonprofit or business corporationincorporated or authorized to do business in Indiana.
(2) A corporate name reserved or registered under section 2 or3 of this chapter.
(3) The fictitious name of a foreign business or nonprofitcorporation authorized to transact business in Indiana becausea real name is unavailable.
(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 at least one (1) of the namesdescribed in subsection (b). The secretary of state shall authorize useof the name applied for if:
(1) the other corporation consents to the use in writing; 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 of another domestic orforeign business corporation that is used in Indiana if the othercorporation is incorporated or authorized to do business in Indianaand 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) Except as provided under IC 23-17-26-6, this article does notcontrol the use of fictitious names.
As added by P.L.179-1991, SEC.1.
IC 23-17-5-2
Reservation of use; application; duration of reservation; transfer Sec. 2. (a) A person may reserve the exclusive use of a name,including a fictitious name for a foreign corporation whose name isnot available, by delivering an application to the secretary of state forfiling. The application must set forth the name and address of theapplicant and the name proposed to be reserved. If the secretary ofstate finds that the name applied for is available, the secretary ofstate shall reserve the name for the applicant's exclusive use for a onehundred twenty (120) day period.
(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.179-1991, SEC.1. Amended by P.L.277-2001,SEC.18.
IC 23-17-5-3
Registration of foreign corporation name; application; renewalconditions; effect; termination
Sec. 3. (a) A foreign corporation may register the foreigncorporation's:
(1) name; or
(2) name with any addition required under IC 23-17-26-6;
if the name is distinguishable upon the records of the secretary ofstate as provided in section 1 of this chapter.
(b) A foreign corporation registers the foreign corporation's name,with any addition required under IC 23-17-26-6, by delivering to thesecretary of state for filing an application setting forth:
(1) its name, or its name with any addition required byIC 23-17-26-6; 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 the registration for successive years by delivering to thesecretary of state for filing a renewal application that complies withthe requirements of subsection (b) between October 1 and December31 of the preceding year. The renewal application renews theregistration for the following year.
(e) A foreign corporation whose registration is effective may:
(1) qualify as a foreign corporation under that name; or
(2) consent in writing to the use of that name by:
(A) a domestic corporation subsequently incorporated underthis article; or
(B) another foreign corporation subsequently authorized totransact business in Indiana.
The registration terminates when the domestic corporation isincorporated or the foreign corporation qualifies or consents to thequalification of another foreign corporation under the registeredname.
As added by P.L.179-1991, SEC.1. Amended by P.L.277-2001,SEC.19.