14A.3.010 Entity name. (Effective January 1, 2011)

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Page 1 of 4 14A.3-010 Entity name. (Effective January 1, 2011) (1) Except as authorized by subsections (14) and (15) of this section, the real name of an entity or foreign entity shall be distinguishable from any name of record with the Secretary of State. (2) The real name of a corporation or nonprofit corporation shall: (a) 1. Contain the word "corporation," "company," or "limited" or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd." or words or abbreviations of like import in another language, provided, however, that if a nonprofit corporation's name includes the word "company" or the abbreviation "Co.," it may not be immediately preceded by the word "and" or the abbreviation "&"; or 2. If a professional service corporation, shall contain the words "professional service corporation" or the abbreviation "P.S.C."; and (b) Shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by its organic act and its articles of incorporation. (3) The real name of a limited liability company shall contain the phrase "limited liability company" or "limited company" or the abbreviation "LLC" or "LC," provided, however, if the company is a professional limited liability company the name shall contain the phrase "professional limited liability company" or "professional limited company" or the abbreviation "PLLC" or "PLC." In the name of either a limited liability company or a professional limited liability company, the word "limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co." (4) The real name of a limited liability partnership registered pursuant to KRS 362.555 shall contain the phrase "Registered Limited Liability Partnership" or the abbreviation "LLP" as the last words or letters of its name. (5) The real name of a partnership subject to KRS 362.1-101 to 362.1-1205, the "Kentucky Revised Uniform Partnership Act (2006)": (a) Shall not contain the word "corporation" or "incorporated" or the abbreviation "Corp." or "Inc."; and (b) May contain the word "limited" or the abbreviation "Ltd." only if the partnership has filed a statement of qualification. (6) The real name of a limited liability partnership that has filed a statement of qualification pursuant to KRS 362.1-1001 shall end with the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." (7) The real name of a limited partnership subject to KRS 362.401 to 362.525, the "Kentucky Revised Uniform Limited Partnership Act (2006)," shall: (a) Contain the word "Limited" or the abbreviation "Ltd." unless the limited partnership was formed under any statute of the Commonwealth prior to the adoption of the Kentucky Revised Uniform Limited Partnership Act; and Page 2 of 4 (b) Not contain the name of a limited partner unless: 1. That name is also the name of a general partner; or 2. The business of the limited partnership had been carried on under that name before the admission of that limited partner. (8) The real name of a limited partnership subject to KRS 362.2-102 to 362.2-1207, the "Kentucky Uniform Limited Partnership Act (2006)," that is not a limited liability limited partnership may contain the name of any partner and shall: (a) Contain the phrase "limited partnership" or "limited" or the abbreviation "L.P.," "LP," or "Ltd."; and (b) Not contain the phrase "limited liability limited partnership" or the abbreviation "L.L.L.P." or "LLLP." (9) The real name of a limited partnership subject to KRS 362.2-102 to 362.2-1207, the "Kentucky Uniform Limited Partnership Act (2006)," that is a limited liability limited partnership may contain the name of any partner and shall: (a) Contain the phrase "limited liability limited partnership" or the abbreviation "L.L.L.P." or "LLLP"; and (b) Not contain only the phrase "limited partnership" or the abbreviation "L.P." or "LP." (10) Subject to KRS 362.2-1204, subsections (8) and (9) of this section shall not apply to a limited partnership formed under any statute of this Commonwealth prior to July 15, 1988. (11) The real name of a rural telephone cooperative corporation: (a) Shall contain the word "Telephone," "Telecommunications," "Company," or "Corporation" and the abbreviation "Inc.," unless in an affidavit made by its president or vice president, and filed with the Secretary of State, or in an affidavit made by a person signing articles of incorporation, consolidation, merger, or conversion which relate to that cooperative, and filed, together with any such articles, with the Secretary of State, it shall appear that the cooperative desires to do business in another state and is or would be precluded therefrom by reason of the inclusion of such words or either thereof in its name; and (b) May include the word "Cooperative." (12) The phrase "Rural Electric Cooperative" may not be used in the name of any entity or foreign entity except for one formed under KRS Chapter 279. (13) Except as otherwise provided in this section, the word "cooperative" may not be used in the name of any entity doing business for profit in this Commonwealth unless it has complied with the provisions of KRS 272.020 to 272.050. (14) An entity may apply to the Secretary of State for authorization to use a name that is not distinguishable from a name of record with the Secretary of State. The Secretary of State shall authorize use of the name applied for if: (a) The other entity consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is Page 3 of 4 distinguishable upon the records of the Secretary of State from the name of the applying entity; or (b) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this Commonwealth. (15) An entity may use the name, including the fictitious name, of another entity that is used in this Commonwealth if the other entity is organized or authorized to transact business in this Commonwealth, and the proposed user entity: (a) Has merged with the other entity; (b) Has been formed by reorganization of the other entity; or (c) Has acquired all or substantially all of the assets, including the business name of the other entity. (16) This chapter does not control the use of assumed names. (17) The filing of articles of incorporation, articles of organization, a statement of qualification, a certificate of limited partnership, a declaration of trust, an application to transact authority in the Commonwealth, a statement of foreign qualification, a name registration, or name resurrection under the particular name shall not automatically prevent the use of that name or protect that name from use by other persons. (18) The provisions of subsection (2)(a) of this section shall not affect the right of any nonprofit corporation existing on June 13, 1968, to continue the use of its name as then in effect. (19) The assumption of a nonprofit corporate name in violation of this section shall not affect or vitiate the corporate existence, but the courts of this Commonwealth having equity jurisdiction may, upon the application of the Commonwealth or of any person interested or affected, enjoin such corporation from doing business under a name assumed in violation of this section, although a certificate of incorporation may have been issued. (20) This section shall not apply to any domestic or foreign telephone cooperative which became subject to KRS 279.310 to 279.600 by complying with the provisions of KRS 279.470 or which does business in this Commonwealth pursuant to KRS 279.570 and which elects to retain a name which does not comply with this section. (21) Nothing in this section shall limit the ability of a professional regulatory board to promulgate rules governing entities and foreign entities under its jurisdiction. (22) The real name of a foreign entity will be determined according to KRS 365.015. For entities not covered by that statute, the real name of the foreign entity will be the real name of the entity as so recognized in the jurisdiction of its origination. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 23, effective January 1, 2011. Legislative Research Commission Note (1/1/2011). 2010 Ky. Acts ch. 151, sec. 23, in subsection (13), which deals with the business names of cooperative corporations and associations, contains a reference to KRS 271.020 to 272.050. It is apparent from Page 4 of 4 context that this reference should be to KRS 272.020 to 272.050. This change has been made by the Reviser of Statutes under the authority of KRS 7.136(1).