§ 23B.04.010. Corporate name
(1) A corporate name:
(a) Must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.";
(b) Must not contain language stating or implying that the corporation is organized for a purpose other than those permitted by RCW 23B.03.010 and its articles of incorporation;
(c) Must not contain any of the following words or phrases:
"Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of this state; and
(d) Except as authorized by subsections (2) and (3) of this section, must be distinguishable upon the records of the secretary of state from:
(i) The corporate name of a corporation incorporated or authorized to transact business in this state;
(ii) A corporate name reserved or registered under chapter 23B.04 RCW;
(iii) The fictitious name adopted under RCW 23B.15.060 by a foreign corporation authorized to transact business in this state because its real name is unavailable;
(iv) The corporate name or reserved name of a not-for-profit corporation incorporated or authorized to conduct affairs in this state under chapter 24.03 RCW;
(v) The name or reserved name of a mutual corporation or miscellaneous corporation incorporated or authorized to do business under chapter 24.06 RCW;
(vi) The name or reserved name of a foreign or domestic limited partnership formed or registered under chapter 25.10 RCW;
(vii) The name or reserved name of a limited liability company organized or registered under chapter 25.15 RCW; and
(viii) The name or reserved name of a limited liability partnership registered under chapter 25.04 RCW.
(2) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records from one or more of the names described in subsection (1) of this section. The secretary of state shall authorize use of the name applied for if:
(a) The other corporation, company, holder, limited liability partnership, or limited partnership consents to the use in writing and files with the secretary of state documents necessary to change its name or the name reserved or registered to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or
(b) 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.
(3) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation, limited liability company, limited partnership, or limited liability partnership, that is used in this state if the other entity is formed or authorized to transact business in this state, and the proposed user corporation:
(a) Has merged with the other corporation, limited liability company, or limited partnership; or
(b) Has been formed by reorganization of the other corporation.
(4) This title does not control the use of assumed business names or "trade names."
(5) A name shall not be considered distinguishable upon the records of the secretary of state by virtue of:
(a) A variation in any of the following designations for the same name: "Corporation," "incorporated," "company," "limited," "partnership," "limited partnership," "limited liability company," or "limited liability partnership," or the abbreviations "corp.," "inc.," "co.," "ltd.," "LP," "L.P.," "LLP," "L.L.P.," "LLC," or "L.L.C.";
(b) The addition or deletion of an article or conjunction such as "the" or "and" from the same name;
(c) Punctuation, capitalization, or special characters or symbols in the same name; or
(d) Use of abbreviation or the plural form of a word in the same name.
[1998 c 102 § 1; 1994 c 211 § 1304. Prior: 1991 c 269 § 36; 1991 c 72 § 32; 1989 c 165 § 37.]
Notes:
Effective date -- Severability -- 1994 c 211: See RCW 25.15.900 and 25.15.902.
Sections: 23B.04.010 23B.04.020 23B.04.030 23B.04.035 23B.04.037 Next
Last modified: April 7, 2009