§ 12:204 — Corporate name

Louisiana § 12:204

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

Text

§204. Corporate name
A. The corporate name may be in any language, but expressed in English letters or
characters. The corporate name shall not imply that the corporation is an administrative
agency of this state, or any of its political subdivisions, or of the United States. It shall not
contain words or phrases that consist of or comprise immoral, deceptive, or scandalous
matter. It shall not contain the words "bank", "banking", "banker", "savings", "trust",
"deposit", "insurance", "mutual", "assurance", "indemnity", "casualty", "fiduciary",
"homestead", "building and loan", "surety", "security", "guarantee", "cooperative", "state",
"parish", "redevelopment corporation", "electric cooperative", or "credit union". It shall not
contain the phrase "doing business as" or any abbreviation of that phrase, such as "d/b/a".
B. As used in this Subsection, the term "corporation" includes nonprofit
corporations, business corporations, foreign corporations, and partnerships. The corporate
name shall be distinguishable from a name reserved pursuant to R.S. 12:1-402(A) and shall
be distinguishable upon the records of the secretary of state from the name of any other
corporation, limited liability company, partnership, or trade name registered with the
secretary of state unless any of the following Paragraphs apply:
(1) The other registrant consents to the use of the name 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 other corporation has theretofore been authorized to do business in this state
for more than two years, and has never actively engaged in business in this state. The failure
of a business or foreign corporation to file a Louisiana corporate franchise tax return for two
consecutive years shall constitute prima facie evidence that it has not actively engaged in
business in this state for such period.
(3) The other corporation has failed to pay the corporate franchise tax or taxes due
by it to the state for the preceding five consecutive years.
(4) The other corporation, if a foreign corporation, is not authorized to do business
in this state.
(5) The other corporation or limited liability company filed for dissolution or
withdrawal prior to the preceding five years and has not received the tax clearances required
for final dissolution or withdrawal.
C. Nothing in this Section shall abrogate or limit the law as to unfair competition or
unfair practices, nor derogate from the principles of law or the statutes of this state or of the
United States, with respect to the right to acquire and to protect trade names.
D. The assumption of a name in violation of this Section shall not affect or vitiate
the corporate existence. The court having jurisdiction may, upon the application of the state,
or any affected or interested person or association, enjoin such corporation from doing
business under a name assumed in violation of this Section.
E.(1) A corporation shall have the exclusive use of its name and emblem. No
person, corporation, or organization may use a name or emblem nondistinguishable from one
adopted by a corporation.
(2) If two nonprofit corporations or organizations have adopted names or emblems
substantially similar, the organization which was first incorporated, whether in this state or
elsewhere, shall have prior and exclusive use of the name or emblem adopted by it. If any
organization or the members thereof are infringing or about to infringe upon the name or
emblem of a nonprofit corporation, such corporation may obtain injunctive relief in the court
of proper jurisdiction.
(3) If the name or emblem used by an organization or its members is
nondistinguishable from a name or emblem the exclusive use of which is reserved to a
nonprofit corporation, injunctive relief shall be granted without necessity of proof that any
person in fact has been misled or deceived.
F. If the corporation seeking the issuance of a certificate of incorporation in this state
includes in its name the word "engineer", "engineering", "surveyor", "surveying", or any
derivative thereof, the secretary of state shall require, prior to the issuance of the certificate
of incorporation, evidence satisfactory to him that written notice of such application for a
certificate of incorporation has been delivered to the Louisiana Professional Engineering and
Land Surveying Board in writing not less than ten days prior to the date of issuance of the
certificate of incorporation. If the applicant corporation files with its application to the
secretary of state a written waiver signed by the executive secretary or any officer of the
Louisiana Professional Engineering and Land Surveying Board waiving the requirement of
ten days written notice to said board, as set forth in the preceding sentence, the secretary of
state shall be authorized to proceed immediately with the processing of such application.
G.(1) A person may reserve a specified name for a nonprofit corporation by filing
a signed application with the secretary of state.
(2) If the secretary of state finds that the name is available for use by a nonprofit
corporation, he shall reserve the name for the exclusive use of the applicant for a
nonrenewable period of one hundred twenty days.
(3) The exclusive right to use a reserved name may be transferred to another person
or nonprofit corporation by filing with the secretary of state a notice of the transfer that
specifies the name and address of the transferee and is signed by the applicant for whom the
name was reserved.
(4) The owner of the reserved name may terminate the reservation by delivering to
the secretary of state a signed notice of termination.

Legislative History

Acts 1968, No. 105, §1. Amended by Acts 1975, No. 650, §2. Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 1997, No. 296, §1; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2015, No. 398, §2, eff. Oct. 5, 2015; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2022, No. 193, §2.