(1) The corporate name of a nonprofit corporation:
(a) may, but need not contain:
(i) the
word "corporation," "incorporated," or "company";
or
(ii) an
abbreviation of "corporation," "incorporated," or
"company";
(b) may not contain any word or phrase that indicates
or implies that it is organized for any purpose other than one or more of the
purposes contained in Section 16-6a-301 and
its articles of incorporation;
(c) except as authorized by the division under
Subsection (2), shall be distinguishable, as defined in Section 16-10a-401,
from:
(i) the
name of any domestic corporation incorporated in this state;
(ii) the
name of any foreign corporation authorized to conduct affairs in this state;
(iii) the
name of any domestic nonprofit corporation incorporated in this state;
(iv) the
name of any foreign nonprofit corporation authorized to conduct affairs in this
state;
(v) the
name of any domestic limited liability company formed in this state;
(vi) the
name of any foreign limited liability company authorized to conduct affairs in
this state;
(vii) the
name of any limited partnership formed or authorized to conduct affairs in this
state;
(viii) any
name that is reserved under Section 16-6a-402 or 16-10a-402;
(ix) the
name of any entity that has registered its name under Section 42-2-5;
(x) the
name of any trademark or service mark registered by the division; or
(xi) any
assumed name filed under Section 42-2-5;
(d) shall be, for purposes of recordation, either
translated into English or transliterated into letters of the English alphabet
if it is not in English;
(e) without the written consent of the United States
Olympic Committee, may not contain the words:
(i)
"Olympic";
(ii)
"Olympiad"; or
(iii)
"Citius Altius Fortius"; and
(f) without the written consent of the Division of
Consumer Protection issued in accordance with Section 13-34-114,
may not contain the words:
(i)
"university";
(ii)
"college"; or
(iii)
"institute" or "institution."
(2) The division may authorize the use of the name applied
for if:
(a) the name is distinguishable from one or more of
the names and trademarks described in Subsection (1)(c) that are on the
division's records; or
(b) if the applicant delivers to the division 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
registered or reserved with the division pursuant to the laws of this state.
(3) A nonprofit corporation may use the name of another
domestic or foreign corporation that is used in this state if:
(a) the other corporation is incorporated or authorized
to conduct affairs in this state; and
(b) the proposed user corporation:
(i) has
merged with the other corporation;
(ii) has
been formed by reorganization of the other corporation; or
(iii) has
acquired all or substantially all of the assets, including the corporate name,
of the other corporation.
(4) (a) A nonprofit corporation may apply to the division
for authorization to file its articles of incorporation under, or to register
or reserve, a name that is not distinguishable upon the division's records from
one or more of the names described in Subsection (1).
(b) The division shall approve the application filed
under Subsection (4)(a) if:
(i) the
other person whose name is not distinguishable from the name under which the
applicant desires to file, or which the applicant desires to register or
reserve:
(A)
consents to the filing, registration, or reservation in writing; and
(B)
submits an undertaking in a form satisfactory to the division to change its
name to a name that is distinguishable from the name of the applicant; or
(ii) the
applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to make the
requested filing in this state under the name applied for.
(5) Only names of corporations may contain the:
(a) words "corporation," or
"incorporated"; or
(b) abbreviation "corp." or "inc."
(6) The division may not issue a certificate of
incorporation to any association violating the provisions of this
section.
Amended by Chapter 218, 2010 General Session