16-11-16 - Corporate name.
16-11-16. Corporate name.
(1) The name of each professional corporation as set forth in its articles of incorporation:
(a) shall contain the terms:
(i) "professional corporation"; or
(ii) "P.C.";
(b) may not contain the words:
(i) "incorporated"; or
(ii) "inc.";
(c) may not contain language stating or implying that the professional corporation isorganized for a purpose other than that permitted by:
(i) Section 16-11-6; and
(ii) the professional corporation's articles of incorporation;
(d) without the written consent of the United States Olympic Committee, may notcontain the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; and
(e) without the written consent of the Division of Consumer Protection in accordancewith Section 13-34-114, may not contain the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution."
(2) The professional corporation may not imply by any word in the name that it is anagency of the state or of any of its political subdivisions.
(3) A person, other than a professional corporation formed or registered under thischapter, may not use in its name in this state any of the terms:
(a) "professional corporation"; or
(b) "P.C."
(4) Except as authorized by Subsection (5), the name of the professional corporationshall be distinguishable, as defined in Subsection (6), upon the records of the division from:
(a) the name of any domestic corporation incorporated in or foreign corporationauthorized to transact business in this state;
(b) the name of any domestic or foreign nonprofit corporation incorporated or authorizedto transact business in this state;
(c) the name of any domestic or foreign limited liability company formed or authorizedto transact business in this state;
(d) the name of any limited partnership formed or authorized to transact business in thisstate;
(e) any name reserved or registered with the division for a corporation, limited liabilitycompany, or general or limited partnership, under the laws of this state; and
(f) any business name, fictitious name, assumed name, trademark, or service markregistered by the division.
(5) (a) A professional corporation may apply to the division for authorization to file itsarticles of incorporation under, or to register or reserve, a name that is not distinguishable uponits records from one or more of the names described in Subsection (4).
(b) The division shall approve the application filed under Subsection (5)(a) if:
(i) the other person whose name is not distinguishable from the name under which theapplicant desires to file, or which the applicant desires to register or reserve:
(A) consents to the filing, registration, or reservation in writing; and
(B) submits an undertaking in a form satisfactory to the division to change its name to aname that is distinguishable from the name of the applicant; or
(ii) the applicant delivers to the division a certified copy of the final judgment of a courtof competent jurisdiction establishing the applicant's right to make the requested filing in thisstate under the name applied for.
(6) (a) A name is distinguishable from other names, trademarks, and service marksregistered with the division if it:
(i) contains one or more different letters or numerals from other names upon thedivision's records; or
(ii) has a different sequence of letter or numerals from the other names on the division'srecords.
(b) The following differences are not distinguishable:
(i) the words or abbreviations of the words:
(A) "corporation";
(B) "incorporated";
(C) "company";
(D) "limited partnership";
(E) "limited";
(F) "L.P.";
(G) "Ltd.";
(H) "limited liability company";
(I) "limited company";
(J) "L.C."; or
(K) "L.L.C.";
(ii) the presence or absence of the words or symbols of the words "the," "and," "a," or"plus";
(iii) differences in punctuation and special characters;
(iv) differences in capitalization; or
(v) differences in abbreviations.
(7) The director of the division shall have the power and authority reasonably necessaryto interpret and efficiently administer this section and to perform the duties imposed upon thedivision by this section.
Amended by Chapter 218, 2010 General Session
Amended by Chapter 378, 2010 General Session