2013 New Hampshire Revised Statutes
Title XXVIII - PARTNERSHIPS
Chapter 304-C - LIMITED LIABILITY COMPANIES
Section 304-C:32 - Name Set Forth in Certificate of Formation.
304-C:32 Name Set Forth in Certificate of Formation.
I. The name of each limited liability company as set forth in its certificate of formation:
(a) Shall contain the words "limited liability company'' or the abbreviation "L.L.C.'' or "LLC'' or any other similar abbreviation; and
(b) May contain the name of a member or manager.
II. A limited liability company name shall not contain language stating or implying that it is organized for a purpose other than that permitted by RSA 304-C:21 and by its certificate of formation.
III. Except as authorized by paragraph IV, V, or VI, a limited liability company name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, or not likely to be confused with or mistaken for:
(a) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, this act, RSA 305-A, or RSA 349;
(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, or this act;
(c) The fictitious name of another foreign entity authorized to transact business in this state;
(d) The name of an agency or instrumentality of the United States or this state or a subdivision of this state;
(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization; or
(f) The name "farmers' market'' unless the entity meets the definition of "farmers' market'' established in RSA 21:34-a, V.
IV. A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, or is likely to be confused with or mistaken for one or more of the names described in paragraph III as determined from review of the records of the secretary of state.
V. The secretary of state shall authorize use of the name applied for if:
(a) The holder or holders of the name as described in paragraph III gives written consent to use the name that is not distinguishable from, or likely to be confused with or mistaken for the name of the applying limited liability company; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or
(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, or likely to be confused with or mistaken for the name of the applying limited liability company; or
(c) 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.
VI. A limited liability company may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user limited liability company:
(a) Has merged with the other entity;
(b) Has been formed by reorganization of the other entity; or
(c) Has acquired all or substantially all of the assets, including the name, of the other entity.
VII. This act does not control the use of fictitious names.
VIII. Nothing in this act is intended to prohibit the owner or owners of a trade name registered under RSA 349 from forming a domestic limited liability company under the same name as that trade name.
Source. 2012, 232:2, eff. Jan. 1, 2013.
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