State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_55D > GS_55D-21

§ 55D‑21.  Entity nameson the records of the Secretary of State; availability.

(a)        The followingentities are subject to this section:

(1)        Domesticcorporations, nonprofit corporations, limited liability companies, limitedpartnerships, and registered limited liability partnerships.

(2)        Foreigncorporations, foreign nonprofit corporations, foreign limited liabilitycompanies, and foreign limited partnerships applying for or maintaining acertificate of authority to transact business or conduct affairs in this State.

(3)        Foreign limitedliability partnerships applying for or maintaining a statement of foreignregistration.

(b)        Except asauthorized by subsection (c) of this section, the name of an entity subject tothis section, including a fictitious name for a foreign entity, must bedistinguishable upon the records of the Secretary of State from:

(1)        The name of adomestic corporation, nonprofit corporation, limited liability company, limitedpartnership, or registered limited liability partnership, or of a foreigncorporation, foreign nonprofit corporation, foreign limited liability company,or foreign limited partnership authorized to transact business or conductaffairs in this State, or a foreign limited liability partnership maintaining astatement of foreign registration in this State;

(2)        A name reserved orregistered under G.S. 55D‑23 or registered under G.S. 55D‑24; and

(3)        The fictitious nameadopted by a foreign corporation, foreign nonprofit corporation, foreignlimited liability company, or foreign limited partnership authorized totransact business or conduct affairs, or a foreign limited liabilitypartnership maintaining a statement of foreign registration in this Statebecause its real name is unavailable.

(c)        A person may applyto the Secretary of State for authorization to use a name that is notdistinguishable upon the Secretary of State's records from one or more of thenames described in subsection (b) of this section. The Secretary of State shallauthorize use of the name applied for if:

(1)        The other person whohas or uses the name or who has reserved or registered the name consents inwriting to the use and submits an undertaking in form satisfactory to theSecretary of State to change its name to a name that is distinguishable uponthe records of the Secretary of State from the name of the applicant; or

(2)        The applicantdelivers to the Secretary of State a certified copy of the final judgment of acourt of competent jurisdiction establishing the applicant's right to use thename applied for in this State.

(d)        Except as otherwiseprovided in this subsection, the name of a corporation dissolved under Article14 of Chapter 55 of the General Statutes, of a nonprofit corporation dissolvedunder Article 14 of Chapter 55A of the General Statutes, of a limited liabilitycompany dissolved under Article 6 of Chapter 57C of the General Statutes, of alimited partnership dissolved under Part 8 of Article 5 of Chapter 59 of theGeneral Statutes, or of a limited liability partnership whose registration as alimited liability partnership has been cancelled under G.S. 59‑84.2 orrevoked under G.S. 59‑84.4, may not be used by another entity until oneof the following occurs:

(1)        In the case of anonjudicial dissolution other than an administrative dissolution orcancellation of registration as a limited liability partnership, 120 days afterthe effective date of the dissolution or cancellation.

(2)        In the case of anadministrative dissolution or revocation of registration as a limited liabilitypartnership, the expiration of five years after the effective date of theadministrative dissolution or revocation.

(3)        In the case of ajudicial dissolution, 120 days after the later of the date the judgment hasbecome final or the effective date of the dissolution. The person applying forthe name must certify to the Secretary of State that no appeal or otherjudicial review of the judgment directing dissolution is pending.

(4)        The dissolved entitychanges its name to a name that is distinguishable upon the records of theSecretary of State from the names of other domestic corporations, nonprofitcorporations, limited liability companies, limited partnerships, or registeredlimited liability partnerships or foreign corporations, foreign nonprofitcorporations, foreign limited liability companies, or foreign limitedpartnerships authorized to transact business or conduct affairs in this State,or foreign limited liability partnerships maintaining a statement of foreignregistration in this State. (1901, c. 2, s. 8; 1903, c. 453; Rev., s. 1137; 1913,c. 5, s. 1; C.S., s. 1114; 1935, cc. 166, 320; 1939, c. 222; G.S., s. 55‑2;1955, c. 1371, s. 1; 1959, c. 1316, s. 28; 1969, c. 751, ss. 4‑6; 1973,c. 469, s. 45.3; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.5;1995, c. 539, ss. 4, 5; 2001‑358, ss. 14(a), 15; 2001‑387, ss. 163,173, 175(a); 2001‑390, s. 15; 2001‑413, s. 6; 2001‑487, s.62(h); 2002‑159, s. 23.)