§ 17-16-401 — Corporate name

Wyoming § 17-16-401

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 4: NAME

Text

(a) A corporate name may not contain language stating or
implying that the corporation is organized for a purpose other
than that permitted by W.S. 17-16-301 and its articles of
incorporation.
(b) Except as authorized by subsections (c) and (d) of
this section, a corporate name shall not be the same as, or
deceptively similar to any trademark or service mark registered
in this state and shall be distinguishable upon the records of
the secretary of state from the name of any profit or nonprofit
corporation, trade name, limited liability company, statutory
trust company, statutory foundation, limited partnership or
other business entity organized, continued or domesticated under
the laws of this state or licensed or registered as a foreign
profit or nonprofit corporation, foreign limited partnership,
foreign joint stock company, foreign statutory trust company,
foreign foundation, foreign limited liability company or other
foreign business entity in this state or any fictitious or
reserved name.
(c) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
secretary of state's records from one (1) or more of the names
described in subsection (b) of this section. The secretary of
state shall authorize use of the name applied for if:
(i) The other person whose name is not
distinguishable from the name which the applicant desires to
register or reserve, irrevocably 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 upon the records of the secretary of state from
the name of the applicant; or
(ii) 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 the name, including the
fictitious name, of another domestic or foreign corporation that
is used in this state if the other corporation is incorporated
or authorized to transact business in this state and the
proposed user corporation:
(i) Has merged with the other corporation; or
(ii) Has been formed by reorganization of the other
corporation; or
(iii) Has acquired all or substantially all of the
assets, including the corporate name, of the other corporation;
or
(iv) Repealed By Laws 1996, ch. 80, § 3.
(v) Where the other corporation is affiliated with
the proposed user corporation and has consented in writing to
the use of the name by the proposed user corporation, and the
written consent also sets forth a description of a proposed
merger, consolidation, dissolution, amendment to articles of
incorporation or other intended corporate action which
establishes to the reasonable satisfaction of the secretary of
state that the coexistence of two (2) corporations using the
same name will not continue for more than one hundred twenty
(120) days.
(e) This act does not control the use of fictitious names.
(f) A name is distinguishable from other names, on the
records of the secretary of state, if it contains one (1) or
more different letters or numerals, or if it has a different
sequence of letters or numerals from the other names on the
secretary of state's records. Differences which are not
distinguishable are:
(i) The words or abbreviations of the words
"corporation," "company," "incorporated," "limited partnership,"
"L.P.," "limited," "ltd.," "limited liability company," "limited
company," "L.C." or "L.L.C.";
(ii) The presence or absence of the words or symbols
of the words "the," "and" or "a";
(iii) Differences in punctuation and special
characters;
(iv) Differences in capitalization; or
(v) Differences between singular and plural forms of
words.
(g) The secretary of state has the power and authority
reasonably necessary to interpret and efficiently administer
this section and to perform the duties imposed by this section.