§ 7-16-9. Name - Fictitious business names. (a) The name of each limited-liability company as set forth in its articles of organization:

(1) Shall end with either the words "limited-liability company" or the upper or lower case letters "l.l.c." with or without punctuation, or, if organized as a low-profit, limited-liability company, shall end with either the words "low-profit, limited-liability company" or the abbreviation "L3C" or "13c";

(2) Shall be distinguishable upon the records of the secretary of state from:

(i) The name of any corporation, non-business corporation or other association, 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

(ii) Any name that is filed, reserved, or registered under this title, 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

(B) 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non-business corporation, or other association, the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.

(C) Words 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.

(D) 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 domestic or foreign limited-liability company organized under the laws of, or registered or qualified to do business in, this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this subsection.

(2) A fictitious business name statement shall be filed with the secretary of state and shall be executed by an authorized person of the domestic limited-liability company or by a person with authority to do so under the laws of the state or other jurisdiction of the organization of the foreign limited-liability company and shall set forth:

(i) The fictitious business name to be used; and

(ii) The name of the applicant limited-liability company, the state or other jurisdiction in which the limited-liability company is organized and date of the limited-liability company'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 or upon the dissolution of the applicant domestic limited-liability company or the cancellation of registration of the applicant foreign limited-liability company.

(4) The statement of abandonment of use of a fictitious business name under this subsection shall be filed with the secretary of state, shall be executed in the same manner as provided in subdivision (2) above, and shall set forth:

(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 set forth in subsection (a)(2)(ii).

(5) No domestic or foreign limited-liability company transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of the state until a fictitious business name statement has been filed in accordance with this section.

(6) No limited-liability company may be permitted to transact business under a fictitious business name pursuant to this section that is the same as 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, subject to the following:

(i) This provision does 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

(ii) 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 the date of revocation.

(iii) Words 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.

(iv) The secretary of state shall promulgate rules and regulations defining the term "distinguishable upon the record" for the administration of this chapter.

(7) A filing fee of fifty dollars ($50.00) shall be collected by the secretary of state for each statement filed.

History of Section. (P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2005, ch. 36, § 9; P.L. 2005, ch. 72, § 9; P.L. 2011, ch. 54, § 5; P.L. 2011, ch. 60, § 5; P.L. 2011, ch. 67, § 1; P.L. 2011, ch. 79, § 1; P.L. 2018, ch. 346, § 15.)