§428-1005 Name of foreign limited liability company. (a) If the name of a foreign limited liability company does not satisfy the requirements of section 428-105(b), (c), and (d), the company, to obtain or maintain a certificate of authority to transact business in this State, shall use a fictitious name to transact business in this State if its real name is unavailable.

(b) Except as authorized by subsections (c) and (d), the name, including a fictitious name, of a foreign limited liability company shall not be the same as, or substantially identical to:

(1) The name of any domestic corporation, partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State;

(2) The name of any foreign corporation, partnership, limited liability company, or limited liability partnership authorized to transact business in this State;

(3) A name the exclusive right to which is reserved under the laws of this State;

(4) The fictitious name of another foreign limited liability company authorized to transact business in this State; or

(5) Any trade name, trademark, or service mark registered in this State.

(c) A foreign limited liability company may apply to the director for authority to use in this State a name that is the same as, or is substantially identical to, a name described in subsection (b). The director may authorize use of a substantially identical name applied for if:

(1) The present user, registrant, or owner of a reserved name consents in writing to the use of the name, and one or more words are added to make the name distinguishable upon the records of the director from the name of the foreign limited liability company; or

(2) The applicant delivers to the director a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in this State.

(d) A foreign limited liability company may use in this State the name, including the fictitious name, of another domestic or foreign entity that is used in this State if the other entity is incorporated, organized, or authorized to transact business in this State and the foreign limited liability company:

(1) Has merged with the other entity; or

(2) Has been formed by reorganization of the other entity.

(e) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 428-105(b), (c), and (d), it shall not transact business in this State under the name as changed until it adopts a name satisfying the requirements of section 428-105 and obtains an amended certificate of authority. [L 1996, c 92, pt of §1; am L 1999, c 249, §33; am L 2000, c 219, §80; am L 2006, c 184, §36]