351.584. Corporate name of foreign corporation.

MISSOURI STATUTES AND CODES

351.584. Corporate name of foreign corporation.

Corporate name of foreign corporation.

351.584. 1. If the corporate name of a foreign corporation does notsatisfy the requirements of section 351.110, the foreign corporation to obtainor maintain a certificate of authority to transact business in this state:

(1) May add the word "corporation", "incorporated", "company", or"limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." to itscorporate name for use in this state; or

(2) May use a fictitious name to transact business in this state if itsreal name is unavailable and it delivers to the secretary of state for filinga copy of the resolution of its board of directors, certified by itssecretary, adopting the fictitious name and such name satisfies therequirements of section 351.110.

2. Except as authorized by subsections 3 and 4 of this section, thecorporate name, including a fictitious name, of a foreign corporation shall bedistinguishable from:

(1) The corporate name of a corporation incorporated or authorized totransact business in this state;

(2) A corporate name reserved or registered under section 351.115;

(3) The fictitious name of another foreign corporation authorized totransact business in this state;

(4) The corporate name of a not-for-profit corporation incorporated orauthorized to transact business in this state;

(5) The partnership name of a limited partnership or limited liabilitycompany formed pursuant to chapter 347, RSMo, and chapter 359, RSMo;

(6) A partnership name reserved or registered under chapter 359, RSMo;

(7) The partnership name of a foreign limited partnership or foreignlimited liability company authorized to transact business in this state orregistered pursuant to the provisions of chapter 347, RSMo, and chapter 359,RSMo.

3. A foreign corporation may apply to the secretary of state forauthorization to use in this state the name of another corporation,incorporated or authorized to transact business in this state, that is notdistinguishable upon his records from the name applied for. The secretary ofstate shall authorize use of the name applied for if:

(1) The other corporation consents to the use in writing and submits anundertaking in form satisfactory to the secretary of state to change its nameto a name that is distinguishable upon the records of the secretary of statefrom the name of the applying corporation; or

(2) The applicant delivers to the secretary of state a certified copy ofa final judgment of a court of competent jurisdiction establishing theapplicant's right to use the name applied for in this state.

4. A foreign corporation may use in this state the name, including thefictitious name, of another domestic or foreign corporation that is used inthis state if the other corporation is incorporated or authorized to transactbusiness in this state, and the foreign corporation:

(1) Has merged with the other corporation;

(2) Has been formed by reorganization of the other corporation; or

(3) Has acquired all or substantially all of the assets, including thecorporate name, of the other corporation.

5. If a foreign corporation authorized to transact business in thisstate changes its corporate name to one that does not satisfy the requirementsof section 351.110, it may not transact business in this state under thechanged name until it adopts a name satisfying the requirements of section351.110 and obtains an amended certificate of authority under section 351.578.