RS 12:204 Corporate name - Louisiana Statutes

§204.  Corporate name

A.  The corporate name may be in any language, but it must be expressed in English letters or characters.  The corporate name shall not imply that the corporation is an administrative agency of any parish or of this state or of the United States.  It shall not contain the words "bank," "banking," "banker," "savings," "trust," "deposit," "insurance," "mutual," "assurance," "indemnity," "casualty," "fiduciary," "homestead," "building and loan," "surety," "security," "guarantee," "cooperative," "state," "parish," "redevelopment corporation," "electric cooperative," or "credit union."

B.  As used in this Subsection, the term "corporation" includes nonprofit corporations, business corporations, and foreign corporations.  The corporate name shall be distinguishable from a name reserved pursuant to R.S. 12:23(G) and shall be distinguishable from the name of any other corporation, limited liability company, or trade name registered with the secretary of state unless any of the following Paragraphs applies:

(1)  The other corporation is about to change its name; or to cease doing business; or is being liquidated; or, if a foreign corporation, is about to withdraw from doing business in this state; and the written consent of the other corporation to the adoption of its name, or a nondistinguishable name, has been given and is filed with the articles.

(2)  The other corporation has theretofore been authorized to do business in this state for more than two years, and has never actively engaged in business in this state.  The failure of a business or foreign corporation to file a Louisiana corporate franchise tax return for two consecutive years shall constitute prima facie evidence that it has not actively engaged in business in this state for such period.

(3)  The other corporation has failed to pay the corporate franchise tax or taxes due by it to the state for the preceding five consecutive years.

(4)  The other corporation, if a foreign corporation, is not authorized to do business in this state.

(5)  The other corporation or limited liability company filed for dissolution or withdrawal prior to the preceding five years and has not received the tax clearances required for final dissolution or withdrawal.

C.  Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practices, nor derogate from the principles of law or the statutes of this state or of the United States, with respect to the right to acquire and to protect trade names.

D.  The assumption of a name in violation of this Section shall not affect or vitiate the corporate existence.  The court having jurisdiction may, upon the application of the state, or any affected or interested person or association, enjoin such corporation from doing business under a name assumed in violation of this section.

E.(1)  A corporation shall have the exclusive use of its name and emblem.  No person, corporation, or organization may use a name or emblem nondistinguishable from one adopted by a corporation.

(2)  If two nonprofit corporations or organizations have adopted names or emblems substantially similar, the organization which was first incorporated, whether in this state or elsewhere, shall have prior and exclusive use of the name or emblem adopted by it.  If any organization or the members thereof are infringing or about to infringe upon the name or emblem of a nonprofit corporation, such corporation may obtain injunctive relief in the court of proper jurisdiction.

(3)  If the name or emblem used by an organization or its members is nondistinguishable from a name or emblem the exclusive use of which is reserved to a nonprofit corporation, injunctive relief shall be granted without necessity of proof that any person in fact has been misled or deceived.

F.  If the corporation seeking the issuance of a certificate of incorporation in this state includes in its name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state shall require, prior to the issuance of the certificate of incorporation, evidence satisfactory to him that written notice of such application for a certificate of incorporation has been delivered to the Louisiana Professional Engineering and Land Surveying Board in writing not less than ten days prior to the date of issuance of the certificate of incorporation.  If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board waiving the requirement of ten days written notice to said board, as set forth in the preceding sentence, the secretary of state shall be authorized to proceed immediately with the processing of such application.

Acts 1968, No. 105, §1.  Amended by Acts 1975, No. 650, §2.  Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 1997, No. 296, §1; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2.