§ 13.1-924. Corporate name of foreign corporation.
A. No certificate of authority shall be issued to a foreign corporationunless the corporate name of such corporation:
1. Shall not contain any word or phrase that indicates or implies that it isorganized for the purpose of conducting any business other than a businessthat it is authorized to conduct.
2. Except as authorized by subsection C, shall be distinguishable upon therecords of the Commission from:
a. The name of any corporation, whether issuing shares or not issuing shares,existing under the laws of the Commonwealth or authorized to transactbusiness in the Commonwealth;
b. A corporate name reserved or registered under § 13.1-631, 13.1-632,13.1-830 or 13.1-831;
c. The designated name adopted by a foreign corporation, whether issuingshares or not issuing shares, because its real name is unavailable for use inthe Commonwealth;
d. The name of a domestic limited liability company or a foreign limitedliability company registered to transact business in the Commonwealth;
e. A limited liability company name reserved under § 13.1-1013;
f. The designated name adopted by a foreign limited liability company becauseits real name is unavailable for use in the Commonwealth;
g. The name of a domestic business trust or a foreign business trustregistered to transact business in the Commonwealth;
h. A business trust name reserved under § 13.1-1215;
i. The designated name adopted by a foreign business trust because its realname is unavailable for use in the Commonwealth;
j. The name of a domestic limited partnership or a foreign limitedpartnership registered to transact business in the Commonwealth;
k. A limited partnership name reserved under § 50-73.3; and
l. The designated name adopted by a foreign limited partnership because itsreal name is unavailable for use in the Commonwealth.
B. If the corporate name of a foreign corporation does not satisfy therequirements of subsection A, to obtain or maintain a certificate ofauthority to transact business in the Commonwealth, if its real name isunavailable, the foreign corporation may use a designated name that isavailable if it informs the Commission of the designated name.
C. A foreign corporation may apply to the Commission for authorization to usein the Commonwealth the name of another corporation, incorporated orauthorized to transact business in the Commonwealth, that is notdistinguishable upon its records from the name applied for. The Commissionshall authorize use of the name applied for if the other entity consents tothe use in writing and submits an undertaking in form satisfactory to theCommission to change its name to a name that is distinguishable upon therecords of the Commission from the name of the applying corporation.
D. If a foreign corporation authorized to transact business in theCommonwealth changes its corporate name to one that does not satisfy therequirements of this section, it may not transact business in theCommonwealth under the changed name until it adopts a name satisfying therequirements of this section and obtains an amended certificate of authorityunder § 13.1-922.
E. The Commission, in determining whether a corporate name is distinguishableupon its records from the name of any of the business entities listed insubdivision A 2, shall not consider any word, phrase, abbreviation, ordesignation required or permitted under § 13.1-544.1, subsection A of §13.1-630, subsection A of § 13.1-1012, § 13.1-1104, subdivision 1 of §50-73.2, and subdivision A 2 of § 50-73.78 to be contained in the name of abusiness entity formed or organized under the laws of the Commonwealth orauthorized or registered to transact business in the Commonwealth.
(Code 1950, §§ 13.1-267, 13.1-268, 13.1-277; 1956, c. 428; 1975, c. 500;1985, c. 522; 1986, cc. 232, 571; 2003, c. 592; 2005, c. 379; 2007, c. 925.)
§ 13.1-924. Corporate name of foreign corporation.
A. No certificate of authority shall be issued to a foreign corporationunless the corporate name of such corporation:
1. Shall not contain any word or phrase that indicates or implies that it isorganized for the purpose of conducting any business other than a businessthat it is authorized to conduct.
2. Except as authorized by subsection C, shall be distinguishable upon therecords of the Commission from:
a. The name of any corporation, whether issuing shares or not issuing shares,existing under the laws of the Commonwealth or authorized to transactbusiness in the Commonwealth;
b. A corporate name reserved or registered under § 13.1-631, 13.1-632,13.1-830 or 13.1-831;
c. The designated name adopted by a foreign corporation, whether issuingshares or not issuing shares, because its real name is unavailable for use inthe Commonwealth;
d. The name of a domestic limited liability company or a foreign limitedliability company registered to transact business in the Commonwealth;
e. A limited liability company name reserved under § 13.1-1013;
f. The designated name adopted by a foreign limited liability company becauseits real name is unavailable for use in the Commonwealth;
g. The name of a domestic business trust or a foreign business trustregistered to transact business in the Commonwealth;
h. A business trust name reserved under § 13.1-1215;
i. The designated name adopted by a foreign business trust because its realname is unavailable for use in the Commonwealth;
j. The name of a domestic limited partnership or a foreign limitedpartnership registered to transact business in the Commonwealth;
k. A limited partnership name reserved under § 50-73.3; and
l. The designated name adopted by a foreign limited partnership because itsreal name is unavailable for use in the Commonwealth.
B. If the corporate name of a foreign corporation does not satisfy therequirements of subsection A, to obtain or maintain a certificate ofauthority to transact business in the Commonwealth, if its real name isunavailable, the foreign corporation may use a designated name that isavailable if it informs the Commission of the designated name.
C. A foreign corporation may apply to the Commission for authorization to usein the Commonwealth the name of another corporation, incorporated orauthorized to transact business in the Commonwealth, that is notdistinguishable upon its records from the name applied for. The Commissionshall authorize use of the name applied for if the other entity consents tothe use in writing and submits an undertaking in form satisfactory to theCommission to change its name to a name that is distinguishable upon therecords of the Commission from the name of the applying corporation.
D. If a foreign corporation authorized to transact business in theCommonwealth changes its corporate name to one that does not satisfy therequirements of this section, it may not transact business in theCommonwealth under the changed name until it adopts a name satisfying therequirements of this section and obtains an amended certificate of authorityunder § 13.1-922.
E. The Commission, in determining whether a corporate name is distinguishableupon its records from the name of any of the business entities listed insubdivision A 2, shall not consider any word, phrase, abbreviation, ordesignation required or permitted under § 13.1-544.1, subsection A of §13.1-630, subsection A of § 13.1-1012, § 13.1-1104, subdivision 1 of §50-73.2, and subdivision A 2 of § 50-73.78 to be contained in the name of abusiness entity formed or organized under the laws of the Commonwealth orauthorized or registered to transact business in the Commonwealth.
(Code 1950, §§ 13.1-267, 13.1-268, 13.1-277; 1956, c. 428; 1975, c. 500;1985, c. 522; 1986, cc. 232, 571; 2003, c. 592; 2005, c. 379; 2007, c. 925.)
§ 13.1-924. Corporate name of foreign corporation.
A. No certificate of authority shall be issued to a foreign corporationunless the corporate name of such corporation:
1. Shall not contain any word or phrase that indicates or implies that it isorganized for the purpose of conducting any business other than a businessthat it is authorized to conduct.
2. Except as authorized by subsection C, shall be distinguishable upon therecords of the Commission from:
a. The name of any corporation, whether issuing shares or not issuing shares,existing under the laws of the Commonwealth or authorized to transactbusiness in the Commonwealth;
b. A corporate name reserved or registered under § 13.1-631, 13.1-632,13.1-830 or 13.1-831;
c. The designated name adopted by a foreign corporation, whether issuingshares or not issuing shares, because its real name is unavailable for use inthe Commonwealth;
d. The name of a domestic limited liability company or a foreign limitedliability company registered to transact business in the Commonwealth;
e. A limited liability company name reserved under § 13.1-1013;
f. The designated name adopted by a foreign limited liability company becauseits real name is unavailable for use in the Commonwealth;
g. The name of a domestic business trust or a foreign business trustregistered to transact business in the Commonwealth;
h. A business trust name reserved under § 13.1-1215;
i. The designated name adopted by a foreign business trust because its realname is unavailable for use in the Commonwealth;
j. The name of a domestic limited partnership or a foreign limitedpartnership registered to transact business in the Commonwealth;
k. A limited partnership name reserved under § 50-73.3; and
l. The designated name adopted by a foreign limited partnership because itsreal name is unavailable for use in the Commonwealth.
B. If the corporate name of a foreign corporation does not satisfy therequirements of subsection A, to obtain or maintain a certificate ofauthority to transact business in the Commonwealth, if its real name isunavailable, the foreign corporation may use a designated name that isavailable if it informs the Commission of the designated name.
C. A foreign corporation may apply to the Commission for authorization to usein the Commonwealth the name of another corporation, incorporated orauthorized to transact business in the Commonwealth, that is notdistinguishable upon its records from the name applied for. The Commissionshall authorize use of the name applied for if the other entity consents tothe use in writing and submits an undertaking in form satisfactory to theCommission to change its name to a name that is distinguishable upon therecords of the Commission from the name of the applying corporation.
D. If a foreign corporation authorized to transact business in theCommonwealth changes its corporate name to one that does not satisfy therequirements of this section, it may not transact business in theCommonwealth under the changed name until it adopts a name satisfying therequirements of this section and obtains an amended certificate of authorityunder § 13.1-922.
E. The Commission, in determining whether a corporate name is distinguishableupon its records from the name of any of the business entities listed insubdivision A 2, shall not consider any word, phrase, abbreviation, ordesignation required or permitted under § 13.1-544.1, subsection A of §13.1-630, subsection A of § 13.1-1012, § 13.1-1104, subdivision 1 of §50-73.2, and subdivision A 2 of § 50-73.78 to be contained in the name of abusiness entity formed or organized under the laws of the Commonwealth orauthorized or registered to transact business in the Commonwealth.
(Code 1950, §§ 13.1-267, 13.1-268, 13.1-277; 1956, c. 428; 1975, c. 500;1985, c. 522; 1986, cc. 232, 571; 2003, c. 592; 2005, c. 379; 2007, c. 925.)
