Sec. 33-1045. Corporate name.
Sec. 33-1045. Corporate name. (a) The name of each corporation formed after
January 1, 1961: (1) Shall contain the word "corporation", "incorporated" or "company",
or the abbreviation "corp.", "inc." or "co.", 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 33-1035 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 or business corporation incorporated or authorized to
conduct affairs in this state; (2) a corporate name reserved or registered with the Secretary
of the State; (3) the fictitious name adopted by a foreign corporation authorized to conduct affairs in this state because its real name is unavailable; (4) the corporate name of any
foreign corporation or business corporation authorized to transact business or conduct
affairs in this state; (5) the name of any domestic or foreign limited partnership organized
or authorized to transact business in this state; (6) the name of any domestic or foreign
limited liability company organized or authorized to transact business in this state; (7)
the name of any domestic or foreign limited liability partnership organized or authorized
to transact business in this state; and (8) 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 other entity, 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 conduct affairs 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 33-1000 to 33-1290, inclusive, do not control the use of fictitious
names.
(P.A. 96-256, S. 30, 209; P.A. 04-240 S. 5.)
History: P.A. 96-256 effective January 1, 1997; P.A. 04-240 added Subsec. (b)(7) re name of domestic or foreign limited
liability partnership, redesignating existing Subdiv. (7) as Subdiv. (8).