Chapter 13: LIMITED LIABILITY COMPANIES ENACTED BY PL 1993, C. 718, PT. A, §1
Subchapter 1: GENERAL PROVISIONS ENACTED BY PL 1993, C. 718, PT. A, §1
§603-A. Limited liability company name
1.Requirements. A limited liability company name must contain the words "Limited Liability Company," the abbreviation "L.L.C." or the designation
"LLC" unless the limited liability company is filing an assumed name under section 605-A or a registration of name under section
606-A. If the words "Limited Liability Company," "Limited Liability Company, Chartered," "Limited Liability Company, Professional
Association," "Limited Liability Company, P.A." or any of the designations without commas are used, a limited liability company
may also use the abbreviation "L.L.C." or the designation "LLC" without filing an assumed name under section 605-A.
[
2003, c. 344, Pt. C, §20 (NEW)
.]
2.Distinguishable name. Except as authorized by subsections 3 and 4, a limited liability company name must be distinguishable on the records of the
Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated,
organized or authorized to transact business or carry on activities in this State; [2003, c. 344, Pt. C, §20 (NEW).]
B. Assumed, fictitious, reserved and registered name filings for all entities; and [2003, c. 344, Pt. C, §20 (NEW).]
C. Marks registered under Title 10, chapter 301-A unless the registered owner or holder of the mark is the same person or entity
as the limited liability company seeking to use a name that is not distinguishable on the records of the Secretary of State
and files proof of ownership with the Secretary of State. [2003, c. 344, Pt. C, §20 (NEW).]
[
2003, c. 344, Pt. C, §20 (NEW)
.]
3.Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
A. Consists of or comprises language that is obscene; [2003, c. 344, Pt. C, §20 (NEW).]
B. Inappropriately promotes abusive or unlawful activity; [2003, c. 344, Pt. C, §20 (NEW).]
C. Falsely suggests an association with public institutions; or [2003, c. 344, Pt. C, §20 (NEW).]
D. Violates any other provision of the law of this State with respect to names. [2003, c. 344, Pt. C, §20 (NEW).]
[
2003, c. 344, Pt. C, §20 (NEW)
.]
4.Authorization to use name. A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable
on the records of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall
authorize use of the name applied for if:
A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to
the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from
the name of the applicant; or [2003, c. 344, Pt. C, §20 (NEW).]
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. [2003, c. 344, Pt. C, §20 (NEW).]
[
2003, c. 344, Pt. C, §20 (NEW)
.]
5.Use of another limited liability company's name. A limited liability company may use the name, including the assumed or fictitious name, of another domestic or foreign limited
liability company that is used in this State if the other limited liability company is organized or authorized to transact
business in this State and the limited liability company proposing to use the name:
A. Has merged with the other limited liability company; [2003, c. 344, Pt. C, §20 (NEW).]
B. Has been formed by reorganization of the other limited liability company; or [2003, c. 344, Pt. C, §20 (NEW).]
C. Has acquired all or substantially all of the assets, including the limited liability company name, of the other limited
liability company. [2003, c. 344, Pt. C, §20 (NEW).]
[
2003, c. 344, Pt. C, §20 (NEW)
.]
6.Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation,"
"company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited
liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited
partnership," "service corporation" and "professional corporation"; [2005, c. 543, Pt. D, §13 (AMD); 2005, c. 543, Pt. D, §18 (AFF).]
B. The presence or absence of the words or symbols of the words "and" and "the"; and [2003, c. 344, Pt. C, §20 (NEW).]
C. Differences in the use of punctuation, capitalization or special characters. [2003, c. 344, Pt. C, §20 (NEW).]
[
2005, c. 543, Pt. D, §13 (AMD);
2005, c. 543, Pt. D, §18 (AFF)
.]
7.Change of limited liability company name by foreign limited liability company. If a foreign limited liability company authorized to transact business in this State changes its name to one that does not
satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it
adopts a name satisfying the requirements of this section and files an amended application for authority under section 715
that is accompanied by a statement of use of a fictitious name under section 605-A.
[
2003, c. 344, Pt. C, §20 (NEW)
.]
8.Exception. Notwithstanding subsection 2, the name of a foreign limited liability company may be not distinguishable on the records
of the Secretary of State if the foreign limited liability company was authorized to do business in this State before January
1, 1995 and had the right to use the name as its legal name before that date.
[
2003, c. 344, Pt. C, §20 (NEW)
.]
9.Name of limited liability company suspended. Subsection 2 does not apply to the name of any limited liability company whose certificate is suspended on and after the
3rd anniversary of the suspension.
[
2003, c. 344, Pt. C, §20 (NEW)
.]
SECTION HISTORY
2003, c. 344, §C20 (NEW).
2005, c. 543, §D13 (AMD).
2005, c. 543, §D18 (AFF).
Data for this page extracted on 10/14/2009 10:53:53.