490A.401 - NAME.
490A.401 NAME. 1. A limited liability company name must contain the words "Limited Company" or "Limited Liability Company" or the abbreviation "L.C." or "L.L.C." or words or abbreviations of like import in another language. 2. A limited liability company name shall not contain any of the following: a. The words "Corporation", "Incorporated", "Limited Partnership" or the abbreviations "Corp.", "Inc." or "L.P." or words or abbreviations of like import in another language. b. Any word or phrase the use of which is prohibited by law for such a limited liability company. 3. Except as authorized by subsections 4 and 5, a limited liability company name must be distinguishable upon the records of the secretary of state from all of the following: a. The name of a limited liability company, limited partnership, or corporation organized under the law of this state or registered as a foreign limited liability company, foreign limited partnership, or foreign corporation 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, section 490.401, 490.402, 490.403, or 490.1422. (4) For a limited liability company, this section or section 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, foreign limited partnership, or foreign limited liability company authorized to transact business in this state, because its real name is unavailable. d. The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state. 4. A limited liability company 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 3. The secretary of state shall authorize use of the name applied for if one of the following conditions applies: a. The other entity 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 limited liability company. 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. 5. A limited liability company may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed user limited liability company meets one of the following conditions: a. Has merged with the other entity. b. Has been formed by reorganization of the other entity. c. Has acquired all or substantially all of the assets, including the name, of the other entity. 6. This chapter does not control the use of fictitious names; however, if a limited liability company uses a fictitious name in this state it shall deliver to the secretary of state for filing a certified copy of the resolution filed and executed according to section 490A.120 adopting the fictitious name.
Section History: Recent Form 92 Acts, ch 1151, § 27; 95 Acts, ch 138, §2; 2006 Acts, ch 1089, §25, 26 Referred to in § 488.108, 490.401, 490A.303, 490A.1322, 490A.1402, 490A.1404, 504.401, 504.403