2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 15 - Foreign Corporations
Part 1 - Certificate of Authority
§ 14-2-1506. Corporate Name of Foreign Corporation

1. If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-2-401 or 14-2-1803, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:
   1. May add the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or the name of its state of incorporation to its corporate name for use in this state; or
   2. May use a fictitious or trade name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious or trade name.
2. Except as authorized by subsections (c) and (d) of this Code section, a corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from:
   1. The corporate name of a corporation incorporated or authorized to transact business in this state;
   2. A corporate name reserved under Code Section 14-2-402;
   3. The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;
   4. The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; and
   5. The name of a limited partnership or professional association filed with the Secretary of State.
3. A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon his records from the name applied for. The Secretary of State shall authorize use of the name applied for if the other corporation files with the Secretary of State articles of amendment to its articles of incorporation changing its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation.
4. A foreign 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:
   1. The foreign corporation has merged with the other corporation;
   2. The foreign corporation has been formed by reorganization of the other corporation; or
   3. The other domestic or foreign corporation has taken the steps required by this chapter to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign corporation applying to use its former name.
5. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of Code Section 14-2-401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of Code Section 14-2-401 and obtains an amended certificate of authority under Code Section 14-2-1504.

(Code 1981, §14-2-1506, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2006, p. 825, § 19/SB 469; Ga. L. 2020, p. 305, § 2-3/HB 230.)

The 2020 amendment, effective January 1, 2021, inserted "or 14-2-1803" in the middle of subsection (a).

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 150 et seq.

- 19 C.J.S., Corporations, § 973.

- Validity and construction of constitutional or statutory provisions which prohibit the use by a corporation or partnership, as a part of its name, of certain described words giving the impression that it is subject to governmental control, 63 A.L.R. 1049.

Rights and remedies as between originator of uncopyrighted advertising plan or slogan, or his assignee, and another who uses or infringes the same, 157 A.L.R. 1436.

Right, in absence of self-imposed restraint, to use one's own name for business purposes to detriment of another using the same or a similar name, 44 A.L.R.2d 1156.

Use of "family name" by corporation as unfair competition, 72 A.L.R.3d 8.