13.1-1012 - Name. - Virginia Statutes

§ 13.1-1012. Name.

A. A limited liability company name shall contain the words "limitedcompany" or "limited liability company" or their abbreviations "L.C.,""LC," "L.L.C.," or "LLC."

B. A limited liability company name shall not contain:

1. The words "Corporation," "Incorporated," "Limited Partnership" orthe abbreviations "Corp.," "Inc.," "L.P." or "LP"; or

2. Any word or phrase the use of which is prohibited by law for such company.

C. Except as authorized by subsection D of this section, a limited liabilitycompany name shall be distinguishable upon the records of the Commission from:

1. The name of a domestic limited liability company or a foreign limitedliability company registered to transact business in this Commonwealth;

2. A limited liability company name reserved under § 13.1-1013;

3. The designated name adopted by a foreign limited liability company becauseits real name is unavailable for use in this Commonwealth;

4. The name of any corporation, whether issuing shares or not issuing shares,existing under the laws of this Commonwealth or authorized to transactbusiness in this Commonwealth;

5. A corporate name reserved or registered under § 13.1-631, 13.1-632,13.1-830 or 13.1-831;

6. The designated name adopted by a foreign corporation, whether issuingshares or not issuing shares, because its real name is unavailable for use inthis Commonwealth;

7. The name of a domestic business trust or a foreign business trustregistered to transact business in this Commonwealth;

8. A business trust name reserved under § 13.1-1215;

9. The designated name adopted by a foreign business trust because its realname is unavailable for use in this Commonwealth;

10. The name of a domestic limited partnership or a foreign limitedpartnership registered to transact business in this Commonwealth;

11. A limited partnership name reserved under § 50-73.3; and

12. The designated name adopted by a foreign limited partnership because itsreal name is unavailable for use in this Commonwealth.

D. A domestic limited liability company may apply to the Commission forauthorization to use a name that is not distinguishable upon its records fromone or more of the names described in subsection C of this section. TheCommission shall authorize use of the name applied for if the other entityconsents to the use in writing and submits an undertaking in formsatisfactory to the Commission to change its name to a name that isdistinguishable upon the records of the Commission from the name of theapplying limited liability company.

E. The use of assumed names or fictitious names, as provided for in Chapter 5(§ 59.1-69 et seq.) of Title 59.1, is not affected by this chapter.

F. The Commission, in determining whether a limited liability company name isdistinguishable upon its records from the name of any of the businessentities listed in subsection C, shall not consider any word, phrase,abbreviation, or designation required or permitted under this section and §13.1-544.1, subsection A of § 13.1-630, § 13.1-1104, subdivision 1 of §50-73.2, and subdivision A 2 of § 50-73.78 to be contained in the name of abusiness entity formed or organized under the laws of this Commonwealth orauthorized or registered to transact business in this Commonwealth.

(1991, c. 168; 1992, c. 574; 1995, c. 168; 2003, cc. 340, 592; 2005, c. 379.)