48-207-101 - LLC name. - Tennessee Statutes

48-207-101. LLC name.

(a)  Name Requirements.  An LLC name:

     (1)  Must contain the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC,” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that, in the case of a foreign LLC, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign LLC was formed or organized. An organization formed pursuant to chapter 248 of this title must contain the words or the abbreviation as required by § 48-248-301. Notwithstanding the foregoing, the name of an LLC or foreign LLC must not contain the word “corporation” or “incorporated” or an abbreviation of either or both these words; and

     (2)  May not contain language stating or implying that the LLC:

          (A)  Transacts or has the power to transact any business for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing;

          (B)  Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable, or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed;

          (C)  Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state thereof or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state or subdivision or agency thereof; or

          (D)  Is organized for a purpose other than that permitted by § 48-203-101 and the LLC's articles.

(b)  Name Must Be Distinguishable.  Except as authorized by subsection (c), an LLC name must be distinguishable upon the records of the secretary of state from:

     (1)  The LLC name of an LLC organized or authorized to do business in this state;

     (2)  An LLC name reserved or registered under § 48-207-102 or § 48-207-103;

     (3)  The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state;

     (4)  A corporate name or an assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103;

     (5)  The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state; and

     (6)  A limited partnership name of a limited partnership organized under the laws of the state of Tennessee, if the use of such name is evidenced by a filing at the office of the secretary of state, or a limited partnership name reserved under the law of the state of Tennessee, or a limited partnership name of a limited partnership registered as a foreign limited partnership in Tennessee.

(c)  Nondistinguishable Name of Entity Under Common Control.  An LLC may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for if:

     (1)  The other LLC, corporation, limited partnership or other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to waive its reservation or change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying LLC;

     (2)  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; or

     (3)  The other corporation, limited partnership or other entity is under common control with the LLC; consents to the use in writing; and both the other corporation, limited partnership or other entity and the LLC consent in a form satisfactory to the secretary of state to use the same registered agent.

(d)  Assumed Name.  An LLC or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that such name need not contain the designations contained in subdivision (a)(1).

     (1)  As used in chapters 201-248 of this title, “assumed name” means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name:

          (A)  The identification by an LLC of its business with a trademark or service mark of which it is the owner or licensed user; and

          (B)  The use of a name of a division, not separately organized and not containing the words “limited liability company” or an abbreviation of such words; provided, that the LLC also clearly discloses its name.

     (2)  Before transacting any business in this state under an assumed name or names, the LLC shall, for each assumed name, pursuant to resolution by its governing body, execute and file in accordance with §§ 48-247-101 and 48-247-103, an application setting forth:

          (A)  The true LLC name;

          (B)  The state or country under the laws of which it is organized;

          (C)  That it intends to transact business under an assumed name; and

          (D)  The assumed name which it proposes to use.

     (3)  The right to use an assumed name shall be effective for five (5) years from the date of filing by the secretary of state. An LLC may reserve or use no more than five (5) assumed names during the same period.

     (4)  An LLC shall renew the right to use its assumed name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-247-103(a).

(e)  Cancellation of Assumed Name.  Any LLC or foreign LLC may, pursuant to resolution by its governing body, change or cancel any or all of its assumed names by executing and filing, in accordance with §§ 48-247-101 and 48-247-103, an application setting forth:

     (1)  The true LLC name;

     (2)  The state or country under the laws of which it is organized;

     (3)  That it intends to cease transacting business under an assumed name by changing or cancelling it;

     (4)  The assumed name to be changed from or cancelled; and

     (5)  If the assumed name is to be changed, the assumed LLC name which the LLC proposes to use.

(f)  Upon the filing of an application to change an assumed name, the LLC shall have the right to use such assumed name for the period authorized by subsection (d).

(g)  Cancellation of Assumed Name by Secretary of State.  The right of a foreign or domestic LLC to use an assumed name shall be cancelled by the secretary of state if:

     (1)  The LLC fails to renew an assumed name;

     (2)  The LLC has filed an application to change or cancel an assumed name;

     (3)  A domestic LLC has been dissolved; or

     (4)  A foreign LLC has had its certificate of authority to transact business in this state revoked.

(h)  Unfair Competition.  Nothing in this section, or in § 48-207-102 or § 48-207-103 shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.

[Acts 1994, ch. 868, § 1; 1995, ch. 403, § 14.]