2010 Indiana Code
TITLE 23. BUSINESS AND OTHER ASSOCIATIONS
ARTICLE 1. INDIANA BUSINESS CORPORATION LAW
CHAPTER 23. NAME
Chapter 23. Name
Sec. 1. (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; and
(2) except as provided in subsection (e), may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by IC 23-1-22-1 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the secretary of state from:
(1) the corporate name of a corporation or other business entity incorporated or authorized to transact business in Indiana;
(2) a corporate name reserved or registered under section 2 or 3 of this chapter;
(3) a fictitious name adopted by a foreign corporation authorized to transact business in Indiana because the foreign corporation's true name was unavailable; and
(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in Indiana.
(c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:
(1) the other corporation files its written consent to the use, signed by any current officer of the 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 Indiana.
(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in Indiana if the other corporation is incorporated or authorized to transact business in Indiana 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.
(e) A bank holding company (as defined in 12 U.S.C. 1841) may use the word "bank" or "banks" as a part of its name. However, this subsection does not permit a bank holding company to advertise or represent itself to the public as affording the services or performing
the duties that a bank or trust company only is entitled to afford and
(f) Except as provided in IC 23-1-49-6, this article does not control the use of fictitious names.
As added by P.L.149-1986, SEC.7. Amended by P.L.145-1988, SEC.4; P.L.178-2002, SEC.98; P.L.133-2009, SEC.15.
Exclusive use of corporate name
Sec. 2. (a) A person may reserve the exclusive right to the use of a name, including a fictitious name for a foreign corporation whose name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for renewable one hundred twenty (120) day periods.
(b) The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001, SEC.3.
Foreign corporation; registration of name
Sec. 3. (a) A foreign corporation may register its name, or its name with any addition required by IC 23-1-49-6, if the name is distinguishable upon the records of the secretary of state as provided in section 1 of this chapter.
(b) A foreign corporation registers its name, or its name with any addition required by IC 23-1-49-6, by delivering to the secretary of state for filing an application setting forth:
(1) its name, or its name with any addition required by IC 23-1-49-6; and
(2) the state or country and date of its incorporation.
(c) The name is registered for the applicant's exclusive use upon the effective date of the application.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The filing of the renewal application renews the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this article or by another foreign corporation thereafter authorized to transact business in Indiana. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of
another foreign corporation under the registered name.
As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001, SEC.4.
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