13.1-762 - Corporate name of foreign corporation. - Virginia Statutes

§ 13.1-762. Corporate name of foreign corporation.

A. No certificate of authority shall be issued to a foreign corporationunless the corporate name of such corporation:

1. Shall contain the word "corporation," "incorporated," "company," or"limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.,"unless the name of a domestic corporation organized for the same or similarpurposes would not be required to contain such a word or abbreviation. Suchwords and their corresponding abbreviations may be used interchangeably forall purposes.

2. Shall not contain:

a. 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; or

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

3. Except as authorized by subsection C, shall be distinguishable upon therecords of the Commission from:

a. 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;

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

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

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

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

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

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

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

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

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

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

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

B. If the corporate name of a foreign corporation does not satisfy therequirements of subsection A, to obtain or maintain a certificate ofauthority to transact business in the Commonwealth:

1. The foreign corporation may add the word "corporation,""incorporated," "company," or "limited," or the abbreviation "corp.,""inc.," "co.," or "ltd.," to its corporate name for use in theCommonwealth. Such words and their corresponding abbreviations may be usedinterchangeably for all purposes; or

2. If its real name is unavailable, the foreign corporation may use adesignated name that is available if it informs the Commission of thedesignated name.

C. A foreign corporation may apply to the Commission for authorization to usein the Commonwealth the name of another corporation, incorporated orauthorized to transact business in the Commonwealth, that is notdistinguishable upon its records from the name applied for. The Commissionshall authorize use of the name applied for if:

1. The other entity consents to the use in writing and submits an undertakingin form satisfactory to the Commission to change its name to a name that isdistinguishable upon the records of the Commission from the name of theapplying corporation.

2. [Repealed.]

D. If a foreign corporation authorized to transact business in theCommonwealth changes its corporate name to one that does not satisfy therequirements of this section, it may not transact business in theCommonwealth under the changed name until it adopts a name satisfying therequirements of this section and obtains an amended certificate of authorityunder § 13.1-760.

E. The Commission, in determining whether a corporate name is distinguishableupon its records from the name of any of the business entities listed insubdivision A 3, shall not consider any word, phrase, abbreviation, ordesignation required or permitted under § 13.1-544.1, subsection A of §13.1-630, subsection A of § 13.1-1012, § 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 the Commonwealth orauthorized or registered to transact business in the Commonwealth.

(Code 1950, §§ 13.1-104, 13.1-105, 13.1-114; 1956, c. 428; 1958, c. 564;1975, c. 500; 1985, c. 522; 1986, cc. 232, 571; 2003, c. 592; 2005, cc. 379,765.)