2017 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 14 - Name
§ 48-14-101. Corporate name.
- (a) A corporate name:
- (1) Must contain the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," or words or abbreviations of like import in another language (provided they are written in roman characters or letters); provided, that, if such corporation is formed for the purpose of an insurance or banking business, the name of such corporation need not contain any of the aforementioned words or abbreviations. A corporation using the corporate designations "limited" or "ltd.," with such having been filed in the secretary of state's office prior to May 29, 1989, may continue to use that corporate designation until such time as it files an amendment which in any way changes its corporate name; and
- (2) May not contain language stating or implying that the corporation:
- (A) Transacts or has power to transact any business for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing;
- (B) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable, or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed;
- (C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or the state of Tennessee or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state of Tennessee or subdivision or agency thereof; or
- (D) Is organized for a purpose other than that permitted by § 48-13-101 and its charter.
- (b) Except as authorized by subsection (c), the name of a domestic corporation, and the name of a foreign corporation that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
- (c) A domestic or foreign corporation, or person acting on behalf of a corporation not yet formed, 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 indistinguishable name applied for, if:
- (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
- (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 this state; or
- (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
- (1) A domestic corporation or a foreign corporation authorized to transact business or applying for a certificate of authority to transact business may elect to adopt an assumed corporate name that complies with the requirements of subsections (a)-(c), except that such name need not contain the corporate designations contained in subdivision (a)(1).
- (2) As used in chapters 11-27 of this title, "assumed corporate name" means any name used by the corporation other than its true corporate name, except that the following shall not constitute the use of an assumed corporate name under chapters 11-27 of this title:
- (A) The identification by a corporation of its business with a trademark or service mark of which it is the owner or licensed user; and
- (B) The use of a name of a division, not separately incorporated and not containing the word "corporation," "incorporated," or "limited" or an abbreviation of one (1) of such words; provided, that the corporation also clearly discloses its corporate name.
- (3) Before transacting any business in this state under an assumed corporate name or names, the corporation shall, for each assumed corporate name, pursuant to resolution by its board of directors, execute and file in accordance with chapter 11, part 3 of this title, an application setting forth:
- (A) The true corporate name;
- (B) The state or country under the laws of which it is organized;
- (C) That it intends to transact business under an assumed corporate name; and
- (D) The assumed corporate name which it proposes to use.
- (4) The right to use an assumed corporate name shall be effective for five (5) years from the date of filing with the secretary of state.
- (5) A corporation shall renew the right to use its assumed corporate name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-11-303(a).
- (e) Any domestic or foreign corporation may, pursuant to resolution by its board of directors, change or cancel any or all of its assumed corporate names by executing and filing, in accordance with chapter 11, part 3 of this title, an application setting forth:
- (1) The true corporate name;
- (2) The state or country under the laws of which it is organized;
- (3) That it intends to cease transacting business under an assumed corporate name by changing or cancelling it;
- (4) The assumed corporate name to be changed from or cancelled; and
- (5) If the assumed corporate name is to be changed, the assumed corporate name which the corporation proposes to use.
- (f) Upon the filing of an application to change an assumed corporate name, the corporation shall have the right to use such assumed corporate name for the period authorized by subsection (d).
- (g) The right to use an assumed corporate name shall be cancelled by the secretary of state:
- (1) If the corporation fails to renew an assumed corporate name;
- (2) If the corporation has filed an application to change or cancel an assumed corporate name;
- (3) If a domestic corporation has been dissolved; or
- (4) If a foreign corporation has had its certificate of authority to transact business in this state revoked.
- (h) Nothing in this section, or in § 48-14-102, § 48-14-103 or § 48-25-106, shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.
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