2011 Vermont Code
Title 11A Vermont Business Corporations
Chapter 4 NAME
§ 1 Corporate name

§ 4.01. Corporate name

(a) A corporate name:

(1) must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language;

(2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation;

(3) shall not have the word "cooperative" or any abbreviation thereof as part of its name unless the corporation is a worker cooperative corporation organized under chapter 8 of Title 11 or the articles of incorporation contain all of the provisions required of a corporation organized as a cooperative association; and

(4) shall not include any word not otherwise authorized by law.

(b) Except as authorized by subsections (c) and (d) of this section, a corporate 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 reserved, registered, or granted by or with the secretary of state.

(c) A corporation 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 corporation or business 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 corporation; 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 corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:

(1) has merged with the other corporation;

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

(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 179 (Adj. Sess.), § 1a, eff. Jan. 1, 1997.)