29-602. Limited liability company name

(Rpld. 9/1/20)

A. The name of a limited liability company as set forth in its articles of organization shall:

1. Contain the words " limited liability company" or " limited company" or the abbreviations " L.L.C." , " L.C." , " LLC" or " LC" , in uppercase or lowercase letters.

2. Not contain the words " association" , " corporation" or " incorporated" or an abbreviation of these words.

3. Not include the words " bank" , " deposit" , " credit union" , " trust" or " trust company" separately or in combination to indicate or convey the idea that the limited liability company is engaged in banking, credit union or trust business unless the limited liability company is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the limited liability company is a holding company holding substantial interest in companies actively and substantially engaged in the banking, credit union or trust business.

B. Except as authorized by subsections C and D of this section, the name of the limited liability company shall be distinguishable from all of the following:

1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.

2. A corporate name reserved under section 10-402 or registered under section 10-403.

3. A fictitious name adopted by a foreign corporation under section 10-1506.

4. The corporate name of a nonprofit corporation incorporated in this state or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.

5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

6. The name of a limited liability company organized in this state or a foreign limited liability company authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

8. The name of a registered limited liability partnership organized in this state or a foreign limited liability partnership authorized to transact business in this state.

C. A limited liability company may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:

1. The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying limited liability company.

2. The applicant delivers to the commission a certified copy of the final judgment of a court of competent jurisdiction that establishes the applicant's right to use the name applied for in this state.

D. A limited liability company may use the name, including a fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated or authorized to transact business in this state and the limited liability company that proposes to use the name has either:

1. Merged with the other entity.

2. Been formed by reorganization of the other entity.

3. Acquired all or substantially all of the assets, including the name, of the other entity.

E. This chapter does not control the use of fictitious names.