1705.05 Name - transfer - reservation.
1705.05 Name - transfer - reservation.
(A) The name of a limited liability company shall include the words, “limited liability company,” without abbreviation or shall include one of the following abbreviations: “LLC,” “L.L.C.,” “limited,” “ltd.,” or “ltd”.
(B)(1) Except as provided in this section and in sections 1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state’s office the articles of organization of a limited liability company if the company name set forth in the articles is not distinguishable on the records of the secretary of state from the name of any of the following:
(a) Any other limited liability company, whether the name is of a domestic limited liability company or of a foreign limited liability company registered as a foreign limited liability company under this chapter;
(b) Any corporation, whether the name is of a domestic corporation or of a foreign corporation holding a license as a foreign corporation under the laws of this state pursuant to Chapter 1701., 1702., or 1703. of the Revised Code;
(c) Any limited liability partnership, whether the name is of a domestic limited liability partnership or a foreign limited liability partnership registered pursuant to Chapter 1775. or 1776. of the Revised Code;
(d) Any limited partnership, whether the name is of a domestic limited partnership or a foreign limited partnership registered pursuant to Chapter 1782. of the Revised Code;
(e) Any trade name to which the exclusive right, at the time in question, is registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code.
(2) The secretary of state may accept for filing in the secretary of state’s office the articles of organization of a limited liability company whose name set forth in the articles is not distinguishable on the records of the secretary of state from any trade name or the name of another limited liability company, corporation, limited liability partnership, or limited partnership if there also is filed in the secretary of state’s office the consent of the other entity or, in the case of a registered trade name, the person in whose name is registered the exclusive right to the use of the particular name.
(C) A consent given by an entity or person in whose name is registered the exclusive right to use a trade name, to the use of a name by a limited liability company, shall be in the form of an instrument, prescribed by the secretary of state, that is signed by an authorized officer or other authorized representative of the consenting entity or person in whose name the trade name is registered.
(D) If a judicial sale or a judicial transfer by sale, transfer of good will, or otherwise involves the right to use the name of a domestic limited liability company or of a foreign limited liability company registered as a foreign limited liability company under this chapter, then, at the request of the purchaser or transferee of that right, the secretary of state shall accept for filing articles of organization of a limited liability company with a name that is the same as or similar to the name of the other limited liability company if there also is filed in the secretary of state’s office a certified copy of the court order or decree that confirms or otherwise evidences the purchase or transfer.
(E) Any person that wishes to reserve a name for a proposed new limited liability company or any limited liability company that intends to change its name may submit to the secretary of state, on a form prescribed by the secretary of state, a written application for the exclusive right to use a specified name as the name of the company. If the secretary of state finds, consistent with this section, that the specified name is available for use, the secretary of state shall file the application. From the date of the filing, the applicant has the exclusive right for one hundred eighty days to use the specified name as the name of the limited liability company, counting the date of the filing as the first of the one hundred eighty days. The right so obtained may be transferred by the applicant or other holder of the right by filing in the office of the secretary of state a written transfer, on a form prescribed by the secretary of state, that states the name and address of the transferee.
Effective Date: 06-06-2001; 2008 HB332 08-06-2008