CHAPTER 5. CORPORATE NAMES
IC 23-17-5
Chapter 5. Corporate Names
IC 23-17-5-1
Contents; distinguishable from other recorded names; waiver;
exceptions; application of article to fictitious names
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 similar words or abbreviations 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 a purpose permitted by this article and
the corporation's articles of incorporation.
(b) Except as authorized under subsections (c) and (d), a corporate
name must be distinguishable upon the records of the secretary of
state from the following:
(1) The corporate name of a nonprofit or business corporation
incorporated or authorized to do business in Indiana.
(2) A corporate name reserved or registered under section 2 or
3 of this chapter.
(3) The fictitious name of a foreign business or nonprofit
corporation authorized to transact business in Indiana because
a real name is unavailable.
(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 at least one (1) of the names
described in subsection (b). The secretary of state shall authorize use
of the name applied for if:
(1) the other corporation consents to the use in writing; 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 of another domestic or
foreign business corporation that is used in Indiana if the other
corporation is incorporated or authorized to do 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) Except as provided under IC 23-17-26-6, this article does not
control the use of fictitious names.
As added by P.L.179-1991, SEC.1.
IC 23-17-5-2
Reservation of use; application; duration of reservation; transfer
Sec. 2. (a) A person may reserve the exclusive 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 a one
hundred twenty (120) day period.
(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.179-1991, SEC.1. Amended by P.L.277-2001,
SEC.18.
IC 23-17-5-3
Registration of foreign corporation name; application; renewal
conditions; effect; termination
Sec. 3. (a) A foreign corporation may register the foreign
corporation's:
(1) name; or
(2) name with any addition required under IC 23-17-26-6;
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 the foreign corporation's name,
with any addition required under IC 23-17-26-6, 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 23-17-26-6; 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 the registration for successive years by delivering to the
secretary of state for filing a renewal application that complies with
the requirements of subsection (b) between October 1 and December
31 of the preceding year. The renewal application renews the
registration for the following year.
(e) A foreign corporation whose registration is effective may:
(1) qualify as a foreign corporation under that name; or
(2) consent in writing to the use of that name by:
(A) a domestic corporation subsequently incorporated under
this article; or
(B) another foreign corporation subsequently 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.179-1991, SEC.1. Amended by P.L.277-2001,
SEC.19.