2012 Vermont Statutes
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3005 Name


11 V.S.A. § 3005. What's This?

§ 3005. Name

(a)(1) Except for low-profit limited liability companies, the name of a limited liability company as set forth in its articles of organization shall contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC." The word "limited" may be abbreviated as "Ltd." and "company" may be abbreviated as "Co." in a limited liability company name.

(2) The name of a low-profit limited liability company as defined in subdivision 3001(11) of this chapter shall contain the abbreviation L3C or l3c.

(b) Except as authorized by subsections (c) and (d) of this section, a limited liability company's name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as, deceptively similar to, or likely to be confused with or mistaken for any name granted, registered or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is granted, reserved or registered by or with the secretary of state.

(c) 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, deceptively similar to, or likely to be confused with or mistaken for one or more of the names described in subsection (b) of this section, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) the other entity consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, deceptively similar to, or likely to be confused with or mistaken for the name of the applying company; or

(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.

(d) A limited liability company may use the name (including the trade name) of another domestic or foreign limited liability company that is used in this state if the other company is organized or authorized to transact business in this state and the proposed user company:

(1) has merged with the other company;

(2) has been formed by reorganization of the other company; or

(3) has acquired all or substantially all of the assets, including the name, of the other company.

(e) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a,shall apply for a certificate of approval from the state board of education prior to registering a name under this section. (Added 1995, No. 179 (Adj. Sess.), § 4; amended 2003, No. 107 (Adj. Sess.), § 16; 2007, No. 106 (Adj. Sess.), § 2, eff. April 30, 2008.)

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