Sec. 33-925. Corporate name of foreign corporation.
Sec. 33-925. Corporate name of foreign corporation. (a) The corporate name of
a foreign corporation must satisfy the requirements of section 33-665. If the corporate
name of a foreign corporation does not satisfy the requirements of section 33-655, the
foreign corporation in order to satisfy the requirements of said section and obtain or
maintain a certificate of authority to transact business in this state: (1) May add the word
"corporation", "incorporated", "company", "Societa per Azioni" or "limited", or the
abbreviation "corp.", "inc.", "co.", "S.p.A." or "ltd.", to its corporate name for use in
this state; or (2) may use a fictitious name which includes the word "corporation",
"incorporated", "company", "Societa per Azioni" or "limited" or the abbreviations
"corp.", "inc.", "co.", "S.p.A." or "ltd." to transact business in this state if its real name
is unavailable and it includes with its application for a certificate of authority a copy of
the resolution of its board of directors, certified by its secretary, adopting the fictitious
name.
(b) Except as authorized by subsections (c) and (d) of this section, the corporate
name, including a fictitious name, of a foreign corporation 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 another
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
in this state.
(c) A foreign corporation may apply to the Secretary of the State for authorization
to use in this state 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, limited liability partnership or other entity 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 a final judgment of a court of competent
jurisdiction establishing the applicant's right to use the name applied for in this state.
(d) A foreign corporation may use in this state the name, including the fictitious
name, of another entity that is used in this state if the other entity is organized or authorized to transact business in this state and the foreign corporation: (1) Has merged with
the other entity; or (2) has been formed by reorganization of the other entity.
(e) If a foreign corporation authorized to transact business in this state changes its
corporate name to one that does not satisfy the requirements of section 33-655, it may
not transact business in this state under the changed name until it adopts a name satisfying
the requirements of said section and obtains an amended certificate of authority under
section 33-923.
(P.A. 94-186, S. 189, 215; P.A. 96-271, S. 136-138, 254; P.A. 97-246, S. 31, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace in Subdiv. (3) "the fictitious
name of another foreign corporation authorized to transact business in this state" with "the fictitious name adopted by
another foreign corporation authorized to transact business in this state because its real name is unavailable", replace in
Subdiv. (4) "not-for-profit" with "nonprofit", add Subdiv. (5) re corporate name of any nonstock corporation, add Subdiv.
(6) re name of any limited partnership, add Subdiv. (7) re name of any limited liability company, add Subdiv. (8) re name
of any limited liability partnership and add Subdiv. (9) re 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 in this state, amended Subsec. (c) to permit a
foreign corporation to apply 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" rather than "the name of another incorporation, incorporated or authorized to
transact business in this state, that is not distinguishable upon his records from the name applied for" and add in Subdiv.
(1) "limited partnership, limited liability company, limited liability partnership or other entity" and amended Subsec. (d)
to replace "another domestic or foreign corporation" with "another entity", "other corporation" with "other entity" and
"incorporated" with "organized", effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to require the corporate
name of a foreign corporation to satisfy the requirements of Sec. 33-655 and require a fictitious name to include the word
"corporation", "incorporated", "company", "Societa per Azioni" or "limited" or the abbreviation "corp.", "inc.", "co.",
"S.p.A." or "ltd.", effective June 27, 1997.