2011 Code of Virginia
Title 13.1 CORPORATIONS.
Chapter 12 Virginia Limited Liability Company Act (13.1-1000 thru 13.1-1080)
13.1-1012 Name

13.1-1012. Name.

A. A limited liability company name shall contain the words "limited company" 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" or the 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 liability company name shall be distinguishable upon the records of the Commission from:

1. The name of a domestic limited liability company or a foreign limited liability 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 because its 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 transact business 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 issuing shares or not issuing shares, because its real name is unavailable for use in this Commonwealth;

7. The name of a domestic business trust or a foreign business trust registered 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 real name is unavailable for use in this Commonwealth;

10. The name of a domestic limited partnership or a foreign limited partnership 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 its real name is unavailable for use in this Commonwealth.

D. A domestic limited liability company may apply to the Commission for authorization to use a name that is not distinguishable upon its records from one or more of the names described in subsection C of this section. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying 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 is distinguishable upon its records from the name of any of the business entities 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 a business entity formed or organized under the laws of this Commonwealth or authorized or registered to transact business in this Commonwealth.

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