§ 13.1-924. Corporate name of foreign corporation
A. No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation:
1. Shall not contain any word or phrase that indicates or implies that it is organized for the purpose of conducting any business other than a business that it is authorized to conduct.
2. Except as authorized by subsection C, shall be distinguishable upon the records of the Commission from:
a. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;
b. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
c. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth;
d. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth;
e. A limited liability company name reserved under § 13.1-1013;
f. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth;
g. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth;
h. A business trust name reserved under § 13.1-1215;
i. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth;
j. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth;
k. A limited partnership name reserved under § 50-73.3; and
l. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth.
B. If the corporate name of a foreign corporation does not satisfy the requirements of subsection A, to obtain or maintain a certificate of authority to transact business in the Commonwealth, if its real name is unavailable, the foreign corporation may use a designated name that is available if it informs the Commission of the designated name.
C. A foreign corporation may apply to the Commission for authorization to use in the Commonwealth the name of another corporation, incorporated or authorized to transact business in the Commonwealth, that is not distinguishable upon its records from the name applied for. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying corporation.
D. If a foreign corporation authorized to transact business in the Commonwealth changes its corporate name to one that does not satisfy the requirements of this section, it may not transact business in the Commonwealth under the changed name until it adopts a name satisfying the requirements of this section and obtains an amended certificate of authority under § 13.1-922.
E. The Commission, in determining whether a corporate name is distinguishable upon its records from the name of any of the business entities listed in subdivision A 2, shall not consider any word, phrase, abbreviation, or designation required or permitted under § 13.1-544.1, subsection A of § 13.1-630, subsection A of § 13.1-1012, § 13.1-1104, subdivision 1 of § 50-73.2, and subdivision A 2 of § 50-73.78 to be contained in the name of a business entity formed or organized under the laws of the Commonwealth or authorized or registered to transact business in the Commonwealth.
(Code 1950, §§ 13.1-267, 13.1-268, 13.1-277; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1986, cc. 232, 571; 2003, c. 592; 2005, c. 379; 2007, c. 925.)
Sections: Previous 13.1-917 13.1-918 13.1-919 13.1-920 13.1-921 13.1-922 13.1-923 13.1-924 13.1-925 13.1-926 13.1-927 13.1-928 13.1-928.1 13.1-928.2 13.1-929 NextLast modified: April 16, 2009