Okla. Admin. Code § 655:20-1-6
Current through Vol. 42, No. 6, December 2, 2024
Section 655:20-1-6 - Name availability of business entity names(a) The availability of name will be made by the Filing Examiners of the Business Division. A Filing Examiner may express an opinion on name availability in response to a written, telephone, or oral request; but such an opinion is not a final determination that the name will or will not be accepted for filing. A final determination is made only when the document is submitted for filing. The final decision, in case of a difference of opinion, will be made by the Secretary of State or the Assistant Secretary of State. The Secretary of State does not have the power and authority to determine or settle competing claims to a name.(b) Pursuant to the Oklahoma General Corporation Act, 18 O.S., Section 1141, the Oklahoma Liability Company Act, 18 O.S., Section 2008, the Oklahoma Revised Uniform Limited Partnership Act, 54 O.S., Section 303, and the Oklahoma Revised Uniform Partnership Act, 54 O.S., Section 1-105, a proposed entity name may not be the same as or indistinguishable from the name of any business entity, as defined in 18 O.S., Section 1140, trade name, fictitious name or reserved name filed with the Secretary of State. In accordance therewith, this Section shall apply to all business entity name availability determinations. Wherever the terms entity or entities appear in this name availability section, they may be replaced with the following terms: domestic or foreign corporation, domestic or foreign partnership, domestic or foreign limited liability company, trade names, fictitious or reserved names.(1) The characters of print that are acceptable in names are: (A) Entity names may consist of letters of the Roman alphabet, Arabic numerals and certain symbols capable of being reproduced on a standard English language typewriter, or any combination thereof.(B) Only upper case or capital letters, with no distinction as to type face or font, will be recognized.(C) Arabic numerals include 0, 1, 2, 3, 4, 5, 6, 7, 8, and 9.(2) Words that must appear in the name of a corporation or organization are as follows. (A) Words of a corporate name include "company," "corporation," "incorporated," "limited," or the abbreviation of one of these words or other variations of the statutory terms and may not be used as a sufficient basis to distinguish an otherwise indistinguishable or same name.(B) Words of a domestic or foreign limited partnership name include, "limited partnership," "limited" and "ltd." and may not be used as a sufficient basis to distinguish an otherwise indistinguishable or same name.(C) Words of a domestic or foreign limited liability company name include "limited liability company," "L.L.C.", "L.C.", "Ltd." and "Co." and may not be used as a sufficient basis to distinguish an otherwise indistinguishable or same name.(D) Words of a domestic or foreign limited liability partnership name include "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", RLLP", OR "LLP".(3) A proposed entity name is deemed to be indistinguishable to an entity name on file if any of the following conditions exist:(A) The difference in the names consists in the use of different variations of required statutory words. Example: Sampson, Inc. is indistinguishable from Sampson Corporation or Sampson, Inc. is indistinguishable from Sampson Limited Partnership or Sampson, Inc. is indistinguishable from Sampson L.L.C.(B) The difference in names consists in the use of different articles of speech. Example: The Sampson Co. is indistinguishable from Sampson Co.(C) The difference consists in the use of periods, spaces and symbols. Examples: The following names are indistinguishable:(viii) Fair View Rest Home, Inc. is indistinguishable from Fairview Rest Home, Inc.(D) The difference consists in the presence or absence of letters which do not alter the names sufficiently to make them readily distinguishable. This applies to names that are spelled differently, but sound alike when spoken thus making the names difficult to distinguish upon hearing.(i) Example: Exon, Exxonn, Exxons or Exxon.(ii) Example: Chemtech is indistinguishable from Kemtek.(iii) Example: Four Winds is indistinguishable from 4 Winds and IV Winds.(4) A consent to the use of a proposed name of an entity must be in written form or on a consent form provided by this office. The consent must be signed by the president and attested by the secretary of the consenting corporation. In the event the consenting entity is a limited partnership, the consent must be signed by the general partner. In the event the consenting entity is a limited liability company, the consent must be signed by the managing partner.(5) A proposed entity name will require consent if any of the following conditions exist: (A) The proposed entity name is the "same as" or "indistinguishable from" an entity name on file except for a geographical designation within the name.(B) The first words of a proposed entity name are the "same as" or "indistinguishable from" the words of the entity name on file, with the addition of words frequently used in combination. Example: Sunset Oil Co. would need a letter of consent from Sunset Oil and Gas, Inc.(C) The proposed entity name is the "same as" or "indistinguishable from" an entity name on file except for a numerical expression which implies that the proposed entity is an affiliate of or in a series with the existing entity. Example: A letter of consent from an existing entity named United Company would be required in order to file any of the following:(6) A surname is considered to be a word. When a proposed entity name contains a surname and contains a given name or initials which is different from an existing entity, the names are distinguishable.(A) Example: E. G. Williams Electric company is distinguishable from Williams Electric company.(B) Example: Jim Smith, Inc. is distinguishable from Smith, Inc.(C) Example: Ralph A. Johnson, Inc. is distinguishable from Ralph Johnson, Inc.(7) The location of a church will be sufficient basis for distinguishing the name from an existing entity name. Example:"First Baptist Church" located in Oklahoma City is distinguishable from"First Baptist Church"located in Bethany.(8) The following matters are not considered in the process of determining name availability. (A) The purpose of the proposed entity in comparison to the purpose of an existing entity.(B) Whether an "opinion" as opposed to a final determination has been previously expressed by an employee of the Secretary of State in response to an oral or written request.(C) Whether an existing entity is actively engaged in business, or has a telephone listing, or a location of a place of business.(D) Whether a response to an inquiry can be obtained from an existing entity.(E) Whether the applicant has ordered stationary, opened a bank account, signed a contract, or otherwise altered his position in the expectation, hope or belief that the proposed name would be available.(F) Whether an existing entity has or is about to change its name, or be dissolved, or merge out of existence.(9) In the event an entity is filed with a name that is subsequently determined by the Secretary of State to be the same as or indistinguishable from the name of an existing entity, the Secretary of State's Office will notify both entities of the error.(10) The conditions and/or examples used in this Section are not meant to be exclusive, nor should they be used to limit the determination of whether a proposed name is distinguishable upon the records of the Secretary of State from the name of an existing entity.Okla. Admin. Code § 655:20-1-6
Added at 11 Ok Reg 4241, eff 7-25-94; Amended at 16 Ok Reg 2623, eff 7-1-99