§ 7-6-11 - Corporate name.
SECTION 7-6-11
§ 7-6-11 Corporate name. – (a) The corporate name:
(1) Shall not contain any word or phrase which indicates orimplies that it is organized for any purpose other than one or more of thepurposes contained in its articles of incorporation.
(2) Shall be distinguishable upon the records of thesecretary of state from:
(i) The name of any corporation, whether for profit or notfor profit, limited partnership or domestic or foreign limited liabilitycompany organized under the laws of, or registered or qualified or authorizedto do business or conduct affairs in this state; or
(ii) Any name which is filed, reserved or registered underthis title, or as permitted by the laws of this state, subject to the following:
(A) This provision shall not apply if the applicant fileswith the secretary of state a certified copy of a final decree of a court ofcompetent jurisdiction establishing the prior right of the applicant to the useof the name in this state; and
(iii) The name may be the same as the name of a corporation,nonbusiness corporation or other association the certificate of incorporationor organization of which has been revoked by the secretary of state aspermitted by law, and the revocation has not been withdrawn within one yearfrom that date.
(3) Shall be translated into letters of the English alphabet,if it is not in English.
(b) Any nonprofit corporation organized under the laws of, orregistered or qualified to do business in this state may transact its affairsin this state under a fictitious name if it files a fictitious business namestatement in accordance with this subsection.
(2) A fictitious business name statement shall be filed withthe secretary of state accompanied by a fee of twenty dollars ($20.00), andshall be executed by an authorized person of the nonprofit corporation or by aperson with authority to do so under the laws of the state or otherjurisdiction of the organization of the nonprofit corporation and shalldescribe:
(i) The fictitious business name to be used; and
(ii) The name of the nonprofit corporation, the state orother jurisdiction in which the nonprofit corporation is organized and date ofthe nonprofit corporation's organization.
(3) The fictitious business name statement expires upon thefiling of a statement of abandonment of use of a fictitious business nameregistered in accordance with this subsection or upon the dissolution of thedomestic corporation or the cancellation of registration of the foreigncorporation.
(4) The statement of abandonment of use of a fictitiousbusiness name under this subsection shall be filed with the secretary of state,shall be executed in the same manner as provided in subsection (b)(2), andshall describe:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business namestatement being abandoned was filed; and
(iii) The information described in subdivision (2)(ii) ofsubsection (b).
(5) No domestic or foreign nonprofit corporation conductingits affairs under a fictitious business name contrary to the provisions of thissection, or its assignee, may maintain any action upon or because of anycontract made, or transaction had, in the fictitious business name in any courtof the state or until a fictitious business name statement has been filed inaccordance with this section.
(6) No nonprofit corporation may conduct its affairs under afictitious business name pursuant to this section which is not distinguishableupon the records of the secretary of state from the name of any corporation,limited partnership or domestic or foreign limited liability company organizedunder the laws of, or registered or qualified to do business in this state orany name which is filed, reserved or registered under this title or aspermitted by the laws of this state, subject to the following:
(i) This provision does not apply if the applicant files withthe secretary of state:
(ii) A certified copy of a final decree of a court ofcompetent jurisdiction establishing the prior right of the applicant to the useof the name in this state; and
(iii) The name may be the same as the name of a corporation,nonbusiness corporation or other association the certificate of incorporationor organization of which has been revoked by the secretary of state aspermitted by law, and the revocation has not been withdrawn within one yearfrom that date.