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275.410 Name used by foreign limited liability company. (Repealed, effective
January 1, 2011)
(1) If the real name of a foreign limited liability company does not satisfy the
requirements of KRS 275.100, the foreign limited liability company, to obtain or <br>maintain a certificate of authority to transact business in this Commonwealth: <br>(a) May add to its name for use in this Commonwealth:
1.
The words "limited liability company," "limited company," "professional
limited liability company," or "professional liability company." <br>The word "limited" may be abbreviated as "Ltd.," and the word <br>"Company" may be abbreviated as "Co."; or
2.
The abbreviations "LLC," "LC," "PLLC," or "PLC"; or
(b) May use a fictitious name to transact business in this Commonwealth if its
real name is unavailable and it delivers to the Secretary of State for filing a <br>certificate by a person authorized to execute documents pursuant to KRS <br>275.045(6) that the limited liability company has adopted the fictitious name.
(2) Except as authorized by subsections (3) and (4) of this section, the name, including
a fictitious name, of a foreign limited liability company shall be distinguishable <br>from any name of record with the Secretary of State.
(3) A foreign limited liability company may apply to the Secretary of State for
authorization to use in this Commonwealth the name of another business entity, <br>organized or authorized to transact business in this Commonwealth, that is not <br>distinguishable from a name of record with the Secretary of State. The Secretary of <br>State shall authorize use of the name applied for if: <br>(a) The business 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 <br>is distinguishable upon the records of the Secretary of State from the name of <br>the applying limited liability company; or
(b) The applicant delivers to the Secretary of State a certified copy of a final
judgment of a court of competent jurisdiction establishing the applicant's right <br>to use the name applied for in this Commonwealth.
(4) A foreign limited liability company may use in this Commonwealth the name,
including the fictitious name, of another business entity that is used in this <br>Commonwealth if the business entity is organized or authorized to transact business <br>in this Commonwealth and the foreign limited liability company: <br>(a) Has merged with the other business entity; <br>(b) Has been formed by reorganization of the business entity; or <br>(c) Has acquired all or substantially all of the assets, including the name, of the
other business entity.
(5) If a foreign limited liability company authorized to transact business in this
Commonwealth changes its name to one that does not satisfy the requirements of <br>this section, it shall not transact business in this Commonwealth under the changed
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name until it adopts a name satisfying the requirements of this section and obtains <br>an amended certificate of authorization under KRS 275.400.
Effective: July 15, 2010 <br>History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 130, effective July 15,
2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 <br>Ky. Acts ch. 137, sec. 130, effective June 26, 2007. -- Created 1994 Ky. Acts <br>ch. 389, sec. 82, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which <br>reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed <br>effective as of June 26, 2007, and those provisions are hereby made expressly <br>retroactive to that date, with the remainder of the text of those sections being <br>unaffected by the provisions of this section."
Legislative Research Commission Note (1/1/2011). 2010 Ky. Acts ch. 151, sec. 151,
has repealed this statute effective January 1, 2011.
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