Sec. 33-655. Corporate name.
Sec. 33-655. Corporate name. (a) The name of each corporation formed after
January 1, 1961: (1) Shall contain the word "corporation", "incorporated", "company",
"Societa per Azioni" or "limited", or the abbreviation "corp.", "inc.", "co.", "S.p.A."
or "ltd.", or words or abbreviations of like import in another language; and (2) may not
contain language stating or implying that the corporation is organized for a purpose
other than that permitted by section 33-645 and its certificate of incorporation.
(b) Except as authorized by subsections (c) and (d) of this section, a corporate name
must be distinguishable upon the records of the Secretary of the State from: (1) The
corporate name of a corporation incorporated or authorized to transact business in this
state; (2) a corporate name reserved or registered under section 33-656 or 33-657; (3)
the fictitious name adopted by a foreign corporation authorized to transact business in
this state because its real name is unavailable; (4) the corporate name of a nonprofit
corporation incorporated or authorized to transact business in this state; (5) the corporate
name of any domestic or foreign nonstock corporation incorporated or authorized to
transact business in this state; (6) the name of any domestic or foreign limited partnership
organized or authorized to transact business in this state; (7) the name of any domestic
or foreign limited liability company organized or authorized to transact business in this
state; (8) the name of any domestic or foreign limited liability partnership organized or
authorized to transact business in this state; and (9) the name of any other entity whose
name is carried upon the records of the Secretary of the State as organized or authorized
to transact business or conduct affairs in this state.
(c) A corporation may apply to the Secretary of the State for authorization to use a
name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use
of the name applied for if: (1) The other corporation, limited partnership, limited liability
company or limited liability partnership, as the case may be, consents to the use in
writing and submits an undertaking in form satisfactory to the Secretary of the State to
change its name to a name that is distinguishable upon the records of the Secretary of
the State from the name of the applying corporation; or (2) the applicant delivers to the
Secretary of the 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 state.
(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the corporation seeking to use
the name: (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,
including the corporate name, of the other corporation.
(e) Sections 33-600 to 33-998, inclusive, do not control the use of fictitious names.
(P.A. 94-186, S. 32, 215; P.A. 96-271, S. 26, 254; P.A. 04-240, S. 1.)
History: P.A. 94-186 repealed section, effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles"
of incorporation with "certificate" of incorporation, amended Subsec. (b)(4) to replace "not-for-profit" with "nonprofit"
and added Sub. (b)(8) re the name of any domestic or foreign limited liability partnership, amended Subsec. (c)(1) to add
"limited partnership, limited liability company or limited liability partnership, as the case may be," and amended Subsec.
(d) to replace "proposed user corporation" with "corporation seeking to use the name", effective January 1, 1997; P.A.
04-240 added Subsec. (b)(9) re name of other entity carried on records of the Secretary of the State.
Annotations to former section 33-13:
Wrongful appropriation of name of another corporation enjoined. 37 C. 278. Aliter with use of similar name. 72 C.
657. Use of different names. 74 C. 224. Cannot use name likely to mislead public. 83 C. 679. Cited. 109 C. 48, 52. Omission
of "The" and abbreviation of "Company" are not fatal defects in an acknowledgment to a contract. 120 C. 52.
Annotation to former section 33-287:
Subsec. (a):
Cited. 208 C. 248.