2006 Louisiana Laws - RS 12:23 — Corporate name; reservation of name

§23.  Corporate name; reservation of name

A.  The corporate name, except in cases of railroad, telegraph and telephone corporations, shall contain the word "Corporation", "Incorporated" or "Limited", or the abbreviation of any of those words, or may contain instead the word "Company" or the abbreviation "Co." if the latter word or abbreviation is not immediately preceded by the word "and" or the symbol "&".  No corporate name shall contain the phrase "doing business as" or the abbreviation "d/b/a".  The corporate name shall not imply that the corporation is an administrative agency of any parish or of this state or of the United States.

B.  As used in this Subsection, the term "corporation" includes corporations as defined in R.S. 12:1(G), foreign corporations as defined in R.S. 12:1(K), nonprofit corporations as defined in R.S. 12:1(O), and limited liability companies as defined in R.S. 12:1301(10).  The corporate name shall be distinguishable from a name reserved pursuant to R.S. 12:23(G) and shall be distinguishable from the name of any other corporation, limited liability company, or trade name registered with the secretary of state unless any of the following Paragraphs applies:

(1)  The other corporation is about to change its name; or to cease doing business; or is being liquidated; or, if a foreign corporation, is about to withdraw from doing business in this state; and the written consent of the other corporation to the adoption of its name or a nondistinguishable name has been given and is filed with the articles.

(2)  The other corporation has theretofore been authorized to do business in this state for more than two years and has never actively engaged in business in this state.  The failure of a business or foreign corporation to file a Louisiana corporate franchise tax return for two consecutive years shall constitute prima facie evidence that it has not actively engaged in business in this state during such period.

(3)  The other corporation has failed to pay the corporate franchise tax or taxes due by it to the state for the preceding five consecutive years.

(4)  The other corporation, if a foreign corporation, is not authorized to do business in this state and has not filed a Louisiana corporate franchise tax return for two consecutive years.

(5)  The other corporation or limited liability company filed for dissolution or withdrawal prior to the preceding five years and has not received the tax clearances required for final dissolution or withdrawal.

C.  Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from the principles of law or the statutes of this state, or of the United States, with respect to the right to acquire and protect trade names.

D.  A corporation may use a corporate name in any language, but the name shall be in English letters or characters.

E.(1)(a)  No business corporation except a bank holding company shall include in its corporate name any of the following words or phrases in any form: "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", "credit union", "insurance", "casualty", "redevelopment corporation", or "electric cooperative".  No corporate name other than that of an independent insurance agency or brokerage corporation shall contain the word "insurance".

(b)  However, if a corporation seeking issuance of a certificate of incorporation in this state includes in its name the words "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", "credit union", or any other word of similar import as part of its name or title, the secretary of state shall require, prior to issuance of the certificate of incorporation, satisfactory evidence that written notice of such application for a certificate of incorporation has been delivered to the office of financial institutions in writing not less than ten days prior to the date of issuance of the certificate of incorporation.

(2)  If the corporation seeking the issuance of a certificate of incorporation in this state includes in its name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state shall require, prior to the issuance of the certificate of incorporation, evidence satisfactory to him that written notice of such application for a certificate of incorporation has been delivered to the Louisiana Professional Engineering and Land Surveying Board in writing not less than ten days prior to the date of issuance of the certificate of incorporation.  If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board waiving the requirement of the ten days' written notice to said board, as set forth in the preceding sentence, the secretary of state shall be authorized to proceed immediately with the processing of such application.

(3)  If the corporation seeking issuance of a certificate of incorporation in this state includes in its name the word "architect", "architectural", or "architecture", the secretary of state shall require, prior to issuance of the certificate of incorporation, satisfactory evidence that written notice of such application for a certificate of incorporation has been delivered to the State Board of Architectural Examiners, in writing, not less than ten days prior to the date of issuance of the certificate of incorporation.  If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive director or any member of the State Board of Architectural Examiners waiving the requirements of this Paragraph, the secretary of state shall be authorized to proceed immediately with the processing of such application.

F.  The assumption of a name in violation of this section shall not affect or vitiate the corporate existence, but the court having jurisdiction may, upon application of the state or of any person, unincorporated association or corporation interested or affected, enjoin a corporation from doing business under a name assumed in violation of this section, although its articles may have been filed and recorded and a certificate of incorporation issued.

G.(1)  The exclusive right to the use of a corporate name may be reserved by:

(a)  Any person intending to organize a corporation under this Chapter or Chapter 2 of this Title;

(b)  Any business, nonprofit or foreign corporation intending to change its name;

(c)  Any foreign corporation intending to apply for authority to do business in this state; or

(d)  Any person intending to incorporate a foreign corporation and to have it apply for authority to do business in this state.

(2)(a)  Application to reserve a corporate name shall be filed with the secretary of state.  If the secretary of state finds that the name is available for corporate use, he shall reserve the name for the exclusive use of the applicant for a period of sixty days or such shorter period as may be requested.

(b)  When a corporate name is reserved as herein provided, the person, firm, corporation, association, partnership, or other entity making such reservation shall pay to the secretary of state, for the use and benefit of the state, a fee of ten dollars as a condition of such reservation.

(c)  The secretary of state may, for good cause shown, extend the reservation for an additional period of not more than thirty days.  Not more than two such extensions shall be granted.

(d)  The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing in the office of the secretary of state a notice of such transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

H.  The provisions of this section shall not affect the right of any corporation existing on January 1, 1929, to continue the use of its corporate name.

I.  No business corporation shall include in its corporate name any words which deceptively or falsely suggest a charitable or nonprofit nature.

Acts No. 1968, No. 105, §1.  Amended by Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 296, §§1, 2; Acts 1997, No. 362, §1; Acts 1999, No. 342, §5; Acts 1999, No. 860, §2, eff. July 2, 1999; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2.