490.401 - CORPORATE NAME.
490.401 CORPORATE NAME. 1. A corporate name: a. 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. b. Shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 490.301 and its articles of incorporation. 2. Except as authorized by subsections 3 and 4, a corporate name must be distinguishable upon the records of the secretary of state from all of the following: a. The corporate name of a corporation incorporated or authorized to transact business in this state. b. A name reserved, registered, or protected as follows: (1) For a limited liability partnership, section 486A.1001 or 486A.1002. (2) For a limited partnership, section 488.108, 488.109, or 488.810. (3) For a business corporation, this section, or section 490.402, 490.403, or 490.1422. (4) For a limited liability company under chapter 489, section 489.108, 489.109, or 489.706 and for a limited liability company under chapter 490A, section 490A.401, 490A.402, or 490A.1322. (5) For a nonprofit corporation, section 504.401, 504.402, 504.403, or 504.1423. c. The fictitious name adopted by a foreign corporation or a not-for-profit foreign corporation authorized to transact business in this state because its real name is unavailable. d. The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state. 3. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary's records from one or more of the names described in subsection 2. The secretary of state shall authorize use of the name applied for if one of the following conditions applies: a. 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 distinguishable upon the records of the secretary of state from the name of the applying corporation. b. 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. 4. 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 submits documentation to the satisfaction of the secretary of state establishing one of the following conditions: a. Has merged with the other corporation. b. Has been formed by reorganization of the other corporation. c. Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. 5. This chapter does not control the use of fictitious names; however, if a corporation or a foreign corporation uses a fictitious name in this state it shall deliver to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
Section History: Recent Form 89 Acts, ch 288, §29; 90 Acts, ch 1205, §20--22; 96 Acts, ch 1170, § 4; 2004 Acts, ch 1049, §183, 191, 192; 2006 Acts, ch 1089, §6; 2008 Acts, ch 1162, §138, 155 Referred to in § 488.108, 490.202, 490.403, 490.1422, 490.1506, 490A.401, 504.401, 504.403
Footnotes For future amendment to subsection 2, paragraph b, subparagraph (2), effective December 31, 2010, see 2008 Acts, ch 1162, § 154, 155