§ 7-6-11. Corporate name.
(a) The corporate name:
(1) Shall not contain any word or phrase that indicates or implies that it is organized
for any purpose other than one or more of the purposes contained in its articles of
incorporation.
(2) Shall be distinguishable upon the records of the secretary of state from:
(i) The name of any corporation, whether for profit or not for profit, limited partnership,
or domestic or foreign limited liability company organized under the laws of, or registered
or qualified or authorized to do business or conduct affairs in this state; or
(ii) Any name that is filed, reserved, or registered under this title, or as permitted
by the laws of this state, subject to the following:
(A) This provision shall not apply if the applicant files with the secretary of state
a certified copy of a final decree of a court of competent jurisdiction establishing
the prior right of the applicant to the use of the name in this state; and
(iii) The name may be the same as the name of a corporation, non-business corporation, or
other association the certificate of incorporation or organization of which has been
revoked by the secretary of state as permitted by law, and the revocation has not
been withdrawn within one year from that date.
(3) Shall be translated into letters of the English alphabet, if it is not in English.
(4) Words and/or abbreviations that are required by statute to identify the particular
type of business entity shall be disregarded when determining if a name is distinguishable
upon the records of the secretary of state.
(5) The secretary of state shall promulgate rules and regulations defining the term "distinguishable
upon the record� for the administration of this chapter.
(b)(1) Any nonprofit corporation organized under the laws of, or registered or qualified
to do business in this state, may transact its affairs in this state under a fictitious
name if it files a fictitious business name statement in accordance with this subsection
(b).
(2) A fictitious business name statement shall be filed with the secretary of state accompanied
by a fee of twenty dollars ($20.00), and shall be executed by an authorized person
of the nonprofit corporation or by a person with authority to do so under the laws
of the state or other jurisdiction of the organization of the nonprofit corporation
and shall describe:
(i) The fictitious business name to be used; and
(ii) The name of the nonprofit corporation, the state or other jurisdiction in which the
nonprofit corporation is organized, and date of the nonprofit corporation's organization.
(3) The fictitious business name statement expires upon the filing of a statement of abandonment
of use of a fictitious business name registered in accordance with this subsection
(b) or upon the dissolution of the domestic corporation or the cancellation of registration
of the foreign corporation.
(4) The statement of abandonment of use of a fictitious business name under this subsection
(b) shall be filed with the secretary of state; shall be executed in the same manner
as provided in subsection (b)(2); and shall describe:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business name statement being abandoned
was filed; and
(iii) The information described in subsection (b)(2)(ii).
(5) No domestic or foreign nonprofit corporation conducting its affairs under a fictitious
business name contrary to the provisions of this section, or its assignee, may maintain
any action upon or because of any contract made, or transaction had, in the fictitious
business name in any court of the state or until a fictitious business name statement
has been filed in accordance with this section.
(6) No nonprofit corporation may conduct its affairs under a fictitious business name
pursuant to this section that is not distinguishable upon the records of the secretary
of state from the name of any corporation, limited partnership, or domestic or foreign
limited liability company organized under the laws of, or registered or qualified
to do business in this state or any name that is filed, reserved, or registered under
this title or as permitted by the laws of this state, subject to the following:
(i) This provision does not apply if the applicant files with the secretary of state:
(ii) A certified copy of a final decree of a court of competent jurisdiction establishing
the prior right of the applicant to the use of the name in this state; and
(iii) The name may be the same as the name of a corporation, non-business corporation, or
other association the certificate of incorporation or organization of which has been
revoked by the secretary of state as permitted by law, and the revocation has not
been withdrawn within one year from that date.
(iv) Words and/or abbreviations that are required by statute to identify the particular
type of business entity shall be disregarded when determining if a name is distinguishable
upon the records of the secretary of state.
(v) The secretary of state shall promulgate rules and regulations defining the term "distinguishable
upon the record� for the administration of this chapter.