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2017 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 25 - Foreign Corporations
Part 1 - Certificate of Authority
§ 48-25-106. Corporate name of foreign corporation.
Universal Citation: TN Code § 48-25-106 (2017)
- (a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names:
- (1) The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101;
- (2) An assumed corporate name which meets the requirements of § 48-14-101; or
- (3) The corporate name of the foreign corporation with the word "corporation," "incorporated" or "company," or the abbreviation "corp.," "inc." or "co." added.
- (b) Except as authorized by subsections (c) and (d), the corporate name (including an assumed corporate name) of a foreign corporation must be distinguishable upon the records of the secretary of state from:
- (1) The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state;
- (2) A corporate name or assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103;
- (3) The corporate name of a not for profit corporation incorporated or authorized to transact business in this state; and
- (4) A limited partnership name reserved or organized under the laws of the state of Tennessee or registered as a foreign limited partnership in Tennessee.
- (c) A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the secretary of state's records from the name applied for. The secretary of state shall authorize use of the name applied for if:
- (1) The other corporation or limited partnership 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 upon the records of the secretary of state from the name of the applying corporation; or
- (2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of record having competent jurisdiction, establishing the applicant's right to use the name applied for in this state.
- (d) A foreign corporation may use in this state the name (including the assumed corporate 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 foreign corporation has:
- (1) Merged with the other corporation;
- (2) Been formed by reorganization of the other corporation; or
- (3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
- (e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-14-101, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-14-101 and obtains an amended certificate of authority under § 48-25-104.
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