§ 3136 - Name of foreign limited liability company - Vermont Statutes

§ 3136. Name of foreign limited liability company

(a) If the name of a foreign limited liability company does not satisfy the requirements of section 3005 of this title, the company to obtain or maintain a certificate of authority to transact business in this state:

(1) shall add the words "limited liability company" or "limited company", or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" to its name for use in this state; or

(2) shall use an available trade name to transact business in this state if it delivers to the secretary of state for filing a copy of the resolution of its managers, in the case of a manager-managed company, or of its members, in the case of a member-managed company, adopting the trade name.

(b) Except as authorized by subsections (c) and (d) of this section, a foreign limited liability company's name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, deceptively similar to, or likely to be confused with or mistaken for any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is granted, reserved or registered by or with the secretary of state.

(c) A foreign limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from or is the same as, deceptively similar to, or likely to be confused with or mistaken for one or more of the names described in subsection (b) of this section, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) the other entity consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, deceptively similar to, or likely to be confused with or mistaken for the name of the applying company; or

(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.

(d) A foreign limited liability company may use the name, including the trade name, of another domestic or foreign limited liability company that is used in this state if the other company is organized or authorized to transact business in this state and the proposed user company:

(1) has merged with the other entity;

(2) has been formed by reorganization of the other entity; or

(3) has acquired all or substantially all of the assets, including the name, of the other entity.

(e) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not satisfy the requirements of section 3005 of this title, it may not transact business in this state under the name as changed until it adopts a name satisfying the requirements of section 3005 of this title and obtains an amended certificate of authority. (Added 1995, No. 179 (Adj. Sess.), § 4.)