2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.401 - CORPORATE NAME.

        490.401  CORPORATE NAME.
         1.  A corporate name:
         a.  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.
         b.  Shall not contain language stating or implying that the
      corporation is organized for a purpose other than that permitted by
      section 490.301 and its articles of incorporation.
         2.  Except as authorized by subsections 3 and 4, a corporate name
      must be distinguishable upon the records of the secretary of state
      from all of the following:
         a.  The corporate name of a corporation incorporated or
      authorized to transact business in this state.
         b.  A name reserved, registered, or protected as follows:
         (1)  For a limited liability partnership, section 486A.1001 or
      486A.1002.
         (2)  For a limited partnership, section 488.108, 488.109, or
      488.810.
         (3)  For a business corporation, this section, or section 490.402,
      490.403, or 490.1422.
         (4)  For a limited liability company under chapter 489, section
      489.108, 489.109, or 489.706 and for a limited liability company
      under chapter 490A, section 490A.401, 490A.402, or 490A.1322.
         (5)  For a nonprofit corporation, section 504.401, 504.402,
      504.403, or 504.1423.
         c.  The fictitious name adopted by a foreign corporation or a
      not-for-profit foreign corporation authorized to transact business in
      this state because its real name is unavailable.
         d.  The corporate name of a not-for-profit corporation
      incorporated or authorized to transact business in this state.
         3.  A corporation may apply to the secretary of state for
      authorization to use a name that is not distinguishable upon the
      secretary's records from one or more of the names described in
      subsection 2.  The secretary of state shall authorize use of the name
      applied for if one of the following conditions applies:
         a.  The other corporation 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 upon the records
      of the secretary of state from the name of the applying corporation.

         b.  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.
         4.  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 submits
      documentation to the satisfaction of the secretary of state
      establishing one of the following conditions:
         a.  Has merged with the other corporation.
         b.  Has been formed by reorganization of the other
      corporation.
         c.  Has acquired all or substantially all of the assets,
      including the corporate name, of the other corporation.
         5.  This chapter does not control the use of fictitious names;
      however, if a corporation or a foreign corporation uses a fictitious
      name in this state it shall deliver to the secretary of state for
      filing a copy of the resolution of its board of directors, certified
      by its secretary, adopting the fictitious name.  

         Section History: Recent Form

         89 Acts, ch 288, §29; 90 Acts, ch 1205, §20--22; 96 Acts, ch 1170,
      § 4; 2004 Acts, ch 1049, §183, 191, 192; 2006 Acts, ch 1089, §6; 2008
      Acts, ch 1162, §138, 155
         Referred to in § 488.108, 490.202, 490.403, 490.1422, 490.1506,
      490A.401, 504.401, 504.403 

         Footnotes

         For future amendment to subsection 2, paragraph b, subparagraph
      (2), effective December 31, 2010, see 2008 Acts, ch 1162, § 154, 155