Section 10-2B-4.01

Corporate name.

(a) A corporate name:

(1) Must contain, in the case of any corporation organized after January 1, 1981, or any other corporation that amends its articles of incorporation to change its name, the word "corporation," or "incorporated," or an abbreviation of one of such words, or if a banking corporation the words "bank," "banking," or "bankers"; and

(2) May not contain, in the case of any corporation organized after January 1, 1981, or any other corporation that amends its articles of incorporation to change its name, language stating or implying that the corporation is organized for a purpose other than that permitted by its articles of incorporation.

(b) Except as authorized by subsections (c) and (d), a corporate name shall not be the same as, or deceptively similar to:

(1) The corporate name of a corporation incorporated or authorized to transact business in this state;

(2) A corporate name reserved or registered under Section 10-2B-4.02 or 10-2B-4.03; or

(3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable.

(c) A corporation may apply to the Secretary of State for authorization to use a name that is the same as, or deceptively similar to a name 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 and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is not the same as or deceptively similar to the name of the applying 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 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 transact business in this state 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) This chapter does not control the use of fictitious names.

(Acts 1994, No. 94-245, p. 343, §1.)