2006 Code of Virginia § 13.1-924 - Corporate name of foreign corporation

13.1-924. Corporate name of foreign corporation.

A. No certificate of authority shall be issued to a foreign corporationunless the corporate name of such corporation:

1. Shall not contain any word or phrase that indicates or implies that it isorganized for the purpose of conducting any business other than a businessthat it is authorized to conduct.

2. Except as authorized by subsection B of this section, the name shall bedistinguishable upon the records of the Commission from:

a. The name of any corporation, whether issuing shares or not issuing shares,existing under the laws of this Commonwealth or authorized to transactbusiness in this Commonwealth;

b. A corporate name reserved or registered under 13.1-631, 13.1-632,13.1-830 or 13.1-831;

c. The designated name adopted by a foreign corporation, whether issuingshares or not issuing shares, because its real name is unavailable for use inthis Commonwealth;

d. The name of a domestic limited liability company or a foreign limitedliability company registered to transact business in this Commonwealth;

e. A limited liability company name reserved under 13.1-1013;

f. The designated name adopted by a foreign limited liability company becauseits real name is unavailable for use in this Commonwealth;

g. The name of a domestic business trust or a foreign business trustregistered to transact business in this Commonwealth;

h. A business trust name reserved under 13.1-1215;

i. The designated name adopted by a foreign business trust because its realname is unavailable for use in this Commonwealth;

j. The name of a domestic limited partnership or a foreign limitedpartnership registered to transact business in this Commonwealth;

k. A limited partnership name reserved under 50-73.3; and

l. The designated name adopted by a foreign limited partnership because itsreal name is unavailable for use in this Commonwealth.

B. If the corporate name of a foreign corporation does not satisfy therequirements of subsection A of this section, to obtain or maintain acertificate of authority to transact business in this Commonwealth, if itsreal name is unavailable, the foreign corporation may use a designated namethat is available if it informs the Commission of the designated name.

C. A foreign corporation may apply to the Commission for authorization to usein this Commonwealth the name of another corporation, incorporated orauthorized to transact business in this Commonwealth, that is notdistinguishable upon its records from the name applied for. The Commissionshall authorize use of the name applied for if:

1. The other entity consents to the use in writing and submits an undertakingin form satisfactory to the Commission to change its name to a name that isdistinguishable upon the records of the Commission from the name of theapplying corporation.

2. [Repealed.]

D. If a foreign corporation authorized to transact business in thisCommonwealth changes its name to one that does not satisfy the requirementsof this section, it shall not transact business or affairs in thisCommonwealth under the changed name until it adopts a name satisfying therequirements of this section and obtains an amended certificate of authorityunder 13.1-922.

E. The Commission, in determining whether a corporate name is distinguishableupon its records from the name of any of the business entities listed insubdivision A 2, shall not consider any word, phrase, abbreviation, ordesignation required or permitted under 13.1-544.1, subsection A of 13.1-630, subsection A of 13.1-1012, 13.1-1104, subdivision 1 of 50-73.2, and subdivision A 2 of 50-73.78 to be contained in the name of abusiness entity formed or organized under the laws of this Commonwealth orauthorized or registered to transact business in this Commonwealth.

(Code 1950, 13.1-267, 13.1-268, 13.1-277; 1956, c. 428; 1975, c. 500;1985, c. 522; 1986, cc. 232, 571; 2003, c. 592; 2005, c. 379.)