§ 12:1-401 — Corporate name

Louisiana § 12:1-401

• Jurisdiction: Louisiana
• Title 12: Conservation of Cultural Resources

Text

§1-401. Corporate name
A.(1) A corporate name may include words in any language but shall be written in
English letters or characters.
(2) A corporate name shall contain the word "corporation", "incorporated",
"company", or "limited", or the abbreviation, with or without punctuation, "corp.", "inc.",
"co.", or "ltd.".
(3) A corporate name shall not contain any of the following:
(a) Any language stating or implying that the corporation is organized for a purpose
other than that permitted by R.S. 12:1-301 and its articles of incorporation.
(b) The phrase "doing business as" or any abbreviation of that phrase, such as
"d/b/a".
(c) Any words that deceptively or falsely suggest a charitable or nonprofit nature or
that imply that the corporation is an administrative agency of this state or any of its political
subdivisions or of the United States.
(d) Except as indicated, any of the following quoted words or phrases in any form:
(i) "Casualty", "redevelopment corporation", or "electrical cooperative".
(ii) Except for a bank holding company, "bank", "banker", "banking", "savings",
"safe deposit", "trust", "trustee", "building and loan", "homestead", or "credit union".
(iii) Except for an independent insurance agency or brokerage corporation,
"insurance".
(e) Words or phrases that consist of or comprise immoral, deceptive, or scandalous
matter.
(4) A court having jurisdiction may, upon application of the state or of any interested
or affected person, enjoin a corporation from doing business under a name that violates any
part of R.S. 12:1-401(A)(3)(c) or (d).
B. Except as authorized in Subsections C and D of this Section, a corporate name
shall be distinguishable upon the records of the secretary of state from all of the following:
(1) The corporate name of a corporation or nonprofit corporation incorporated in this
state.
(2) A corporate name reserved or registered under R.S. 12:1-402 or 1-403.
(3) The name of a foreign corporation or foreign nonprofit corporation, as stated in
the certificate of authority to do business in this state issued to that corporation under Chapter
3 of this Title.
(4) The name of a domestic limited liability company or the name of a foreign
limited liability company used in the foreign limited liability company's certificate of
authority to do business in this state.
(5) The name of a partnership whose contract for partnership is filed for registry with
the secretary of state or the name of a duly registered foreign partnership.
(6) A trade name registered with the secretary of state.
C. A corporation may apply to the secretary of state for authorization to use a name
in its filings with the secretary of state that is not distinguishable upon the records of the
secretary of state from one or more of the names described in Subsection B of this Section.
The secretary of state shall authorize the use of the name applied for if either of the following
occur:
(1) The other registrant consents to the use in writing and submits the document
required by law to change its name to one that is distinguishable upon the records of the
secretary of state from the name of the applying corporation, effective no later than the time
that the applying corporation will begin to use the registrant's former name.
(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 in its filings with the secretary of state a name that is not
distinguishable upon the records of the secretary of state from one or more of the names
described in Subsection B of this Section if the registrant of the name is incorporated,
organized, or authorized to transact business in this state and the proposed user corporation
did any of the following:
(1) Merged with the other registrant.
(2) Came into existence through the reorganization of the other registrant.
(3) Acquired all or substantially all of the assets, including the name, of the other
registrant.
E. This Chapter does not control the use of fictitious, assumed, or trade names.
F. If the secretary of state receives for filing articles of incorporation that include in
the corporate name the word "bank", "banker", "banking", "savings", "safe deposit", "trust",
"trustee", "building and loan", "homestead", "credit union", or any other word of similar
import, the secretary of state shall not file the articles of incorporation until the secretary of
state receives satisfactory evidence that written notice of the proposed use of that name was
delivered to the office of financial institutions at least fourteen days prior to the filing made
with the secretary of state.
G. If the secretary of state receives for filing articles of incorporation that include in
the corporate name the word "engineer", "engineering", "surveyor", "surveying", or any
derivative thereof, the secretary of state shall not file the articles of incorporation until the
secretary of state receives either of the following:
(1) Satisfactory evidence that written notice of the proposed use of that name was
delivered to the Louisiana Professional Engineering and Land Surveying Board at least ten
days prior to the filing made with the secretary of state.
(2) A written waiver of the ten-day notice requirement prescribed in Paragraph (1)
of this Subsection, signed by the executive secretary or any officer of the Louisiana
Professional Engineering and Land Surveying Board.
H. If the secretary of state receives for filing articles of incorporation that include in
the corporate name the word "architect", "architectural", or "architecture", the secretary of
state shall not file the articles of incorporation until the secretary of state receives either of
the following:
(1) Satisfactory evidence that written notice of the proposed use of that name was
delivered to the Louisiana State Board of Architectural Examiners at least ten days earlier.
(2) A written waiver of the ten-day notice requirement, signed by the executive
director or any member of the Louisiana State Board of Architectural Examiners.
I. The assumption or use of a name in violation of this Section does not affect or
vitiate the corporate existence.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.