13.1-630 - Corporate name. - Virginia Statutes

§ 13.1-630. Corporate name.

A. A corporate name shall contain the word "corporation," "incorporated,""company," or "limited," or the abbreviation "corp.," "inc.,""co.," or "ltd." Such words and their corresponding abbreviations may beused interchangeably for all purposes.

B. A corporate name shall not contain:

1. Any language stating or implying that it will transact one of the specialkinds of businesses listed in § 13.1-620 unless it proposes in fact to engagein such special kind of business;

2. The word "redevelopment" unless the corporation is organized as an urbanredevelopment corporation pursuant to Chapter 190 of the 1946 Acts ofAssembly, as amended; or

3. Any word or phrase that is prohibited by law for such corporation.

C. Except as authorized by subsection D, a corporate name shall bedistinguishable upon the records of the Commission from:

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

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

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

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

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

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

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

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

D. A domestic corporation may apply to the Commission for authorization touse a name that is not distinguishable upon the Commission's records from oneor more of the names described in subsection C. The Commission shallauthorize use of the name applied for if the other entity consents to the usein writing and submits an undertaking in a form satisfactory to theCommission to change its name to a name that is distinguishable upon therecords of the Commission from the name of the applying corporation.

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 corporate name is distinguishableupon its records from the name of any of the business entities listed insubsection C, shall not consider any word, phrase, abbreviation, ordesignation required or permitted under this section and § 13.1-544.1,subsection A of § 13.1-1012, § 13.1-1104, subdivision 1 of § 50-73.2, andsubdivision A 2 of § 50-73.78 to be contained in the name of a businessentity formed or organized under the laws of the Commonwealth or authorizedor registered to transact business in the Commonwealth.

(Code 1950, § 13.1-6; 1956, c. 428; 1968, c. 241; 1975, c. 500; 1985, c. 522;1986, c. 232; 2003, c. 592; 2005, cc. 379, 765; 2009, c. 216.)