(a) The corporate name of a foreign corporation must satisfy the requirements of section 33-665. If the corporate name of a foreign corporation does not satisfy the requirements of section 33-655, the foreign corporation in order to satisfy the requirements of said section and obtain or maintain a certificate of authority to transact business in this state: (1) May add the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.”, to its corporate name for use in this state; or (2) may use a fictitious name which includes the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited” or the abbreviations “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.” to transact business in this state if its real name is unavailable and it includes with its application for a certificate of authority a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

(b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under section 33-656 or 33-657; (3) the fictitious name adopted by another foreign corporation authorized to transact business in this state because its real name is unavailable; (4) the corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; (5) the corporate name of any domestic or foreign nonstock corporation incorporated or authorized to transact business in this state; (6) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (8) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (9) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business in this state.

(c) A foreign corporation may apply to the Secretary of the State for authorization to use in this state a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company, limited liability partnership or other entity consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of the State to change its name to a name that is distinguishable upon the records of the Secretary of the State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of the State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(d) A foreign corporation may use in this state the name, including the fictitious name, of another entity that is used in this state if the other entity is organized or authorized to transact business in this state and the foreign corporation: (1) Has merged with the other entity; or (2) has been formed by reorganization of the other entity.

(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 33-655, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of said section and obtains an amended certificate of authority under section 33-923.

(P.A. 94-186, S. 189, 215; P.A. 96-271, S. 136–138, 254; P.A. 97-246, S. 31, 99.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace in Subdiv. (3) “the fictitious name of another foreign corporation authorized to transact business in this state” with “the fictitious name adopted by another foreign corporation authorized to transact business in this state because its real name is unavailable”, replace in Subdiv. (4) “not-for-profit” with “nonprofit”, add Subdiv. (5) re corporate name of any nonstock corporation, add Subdiv. (6) re name of any limited partnership, add Subdiv. (7) re name of any limited liability company, add Subdiv. (8) re name of any limited liability partnership and add Subdiv. (9) re name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business in this state, amended Subsec. (c) to permit a foreign corporation to apply to use “a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section” rather than “the name of another incorporation, incorporated or authorized to transact business in this state, that is not distinguishable upon his records from the name applied for” and add in Subdiv. (1) “limited partnership, limited liability company, limited liability partnership or other entity” and amended Subsec. (d) to replace “another domestic or foreign corporation” with “another entity”, “other corporation” with “other entity” and “incorporated” with “organized”, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to require the corporate name of a foreign corporation to satisfy the requirements of Sec. 33-655 and require a fictitious name to include the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited” or the abbreviation “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.”, effective June 27, 1997.