2019 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 65 - Foreign Corporations
Part 1 - Certificate of Authority
§ 48-65-106. Corporate name of foreign corporation.
(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 § 48-54-101; or
(2) An assumed corporate name which meets the requirements of § 48-54-101.
(b) Except as authorized by subsections (c) and (d), 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 foreign corporation, or person acting on behalf of a corporation not yet authorized to transact business in this state, 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.
(d) A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign nonprofit or business 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 § 48-54-101, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-54-101 and obtains an amended certificate of authority under § 48-65-104.
