CHAPTER 23. NAME
IC 23-1-23
Chapter 23. Name
IC 23-1-23-1
Corporate name
Sec. 1. (a) A corporate name:
(1) must contain the word "corporation", "incorporated",
"company", or "limited", or the abbreviation "corp.", "inc.",
"co.", or "ltd.", or words or abbreviations of like import in
another language; and
(2) except as provided in subsection (e), may not contain
language stating or implying that the corporation is organized
for a purpose other than that permitted by IC 23-1-22-1 and its
articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate
name must be distinguishable upon the records of the secretary of
state from:
(1) the corporate name of a corporation or other business entity
incorporated or authorized to transact business in Indiana;
(2) a corporate name reserved or registered under section 2 or
3 of this chapter;
(3) a fictitious name adopted by a foreign corporation
authorized to transact business in Indiana because the foreign
corporation's true name was unavailable; and
(4) the corporate name of a not-for-profit corporation
incorporated or authorized to transact business in Indiana.
(c) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
secretary of state's records from one (1) or more of the names
described in subsection (b). The secretary of state shall authorize use
of the name applied for if:
(1) the other corporation files its written consent to the use,
signed by any current officer of the corporation; or
(2) the applicant delivers to the secretary of 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
Indiana.
(d) A corporation may use the name, including the fictitious name,
of another domestic or foreign corporation that is used in Indiana if
the other corporation is incorporated or authorized to transact
business in Indiana and the proposed user corporation:
(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) A bank holding company (as defined in 12 U.S.C. 1841) may
use the word "bank" or "banks" as a part of its name. However, this
subsection does not permit a bank holding company to advertise or
represent itself to the public as affording the services or performing
the duties that a bank or trust company only is entitled to afford and
perform.
(f) Except as provided in IC 23-1-49-6, this article does not
control the use of fictitious names.
As added by P.L.149-1986, SEC.7. Amended by P.L.145-1988,
SEC.4; P.L.178-2002, SEC.98; P.L.133-2009, SEC.15.
IC 23-1-23-2
Exclusive use of corporate name
Sec. 2. (a) A person may reserve the exclusive right to the use of
a name, including a fictitious name for a foreign corporation whose
name is not available, by delivering an application to the secretary of
state for filing. The application must set forth the name and address
of the applicant and the name proposed to be reserved. If the
secretary of state finds that the name applied for is available, the
secretary of state shall reserve the name for the applicant's exclusive
use for renewable one hundred twenty (120) day periods.
(b) The owner of a reserved name may transfer the reservation to
another person by delivering to the secretary of state a signed notice
of the transfer that states the name and address of the transferee.
As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001,
SEC.3.
IC 23-1-23-3
Foreign corporation; registration of name
Sec. 3. (a) A foreign corporation may register its name, or its
name with any addition required by IC 23-1-49-6, if the name is
distinguishable upon the records of the secretary of state as provided
in section 1 of this chapter.
(b) A foreign corporation registers its name, or its name with any
addition required by IC 23-1-49-6, by delivering to the secretary of
state for filing an application setting forth:
(1) its name, or its name with any addition required by
IC 23-1-49-6; and
(2) the state or country and date of its incorporation.
(c) The name is registered for the applicant's exclusive use upon
the effective date of the application.
(d) A foreign corporation whose registration is effective may
renew it for successive years by delivering to the secretary of state
for filing a renewal application, which complies with the
requirements of subsection (b), between October 1 and December 31
of the preceding year. The filing of the renewal application renews
the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may
thereafter qualify as a foreign corporation under that name or consent
in writing to the use of that name by a corporation thereafter
incorporated under this article or by another foreign corporation
thereafter authorized to transact business in Indiana. The registration
terminates when the domestic corporation is incorporated or the
foreign corporation qualifies or consents to the qualification of
another foreign corporation under the registered name.
As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001,
SEC.4.