Iowa Code § 489.112

Current through March 29, 2024

Section 489.112 - Permitted names

1. The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L. L. C.", "LLC", "L. C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.".

2. Except as otherwise provided in subsection 3, the name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the secretary of state from any of the following:

a. The name of an existing person whose formation required the filing of a record by the secretary of state and which is not at the time administratively dissolved, or if such person has been administratively dissolved, within five years of the effective date of dissolution.

b. The name of a limited liability partnership whose statement of qualification is in effect.

c. The name under which a person is registered to do business in this state by the filing of a record by the secretary of state.

d. The name reserved under section 489.113 or other law of this state providing for the reservation of a name by the filing of a record by the secretary of state.

e. The name registered under section 489.114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state.

f. The name registered with the secretary of state as a fictitious name.

3. If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection 2, the name of the consenting person may be used by the person to which the consent was given.

4. In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating a type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "P.C.", "PC", "professional association", "P.A.", "PA", "Limited", "Ltd.", "limited partnership", "L.P.", "LP", "limited liability partnership", "L.L.P.", "LLP", "registered limited liability partnership", "R.L.L.P.", "RLLP", "limited liability limited partnership", "L.L.L.P.", "LLLP", "registered limited liability limited partnership", "R.L.L.L.P.", "RLLLP", "limited liability company", "L.L.C.", "LLC", "cooperative", "coop", or "CP" shall not be taken into account.

5. The name of a limited liability company or foreign limited liability company shall not contain words that may be used only with approval by another state department or state agency unless the company obtains the approval of such other state department or agency and delivers to the secretary of state for filing a record certifying such approval.

6. A limited liability company or foreign limited liability company may use a name that is not distinguishable from a name described in subsection 2, paragraphs "a" through "f", if the company delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the company to use the name in this state.

7. A limited liability company may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed user limited liability company meets any of the following conditions:

a. Has merged with the other entity.

b. Has been formed by reorganization of the other entity.

c. Has acquired all or substantially all of the assets, including the name, of the other entity.

8. This subchapter does not control the use of fictitious names. However, if a limited liability company uses a fictitious name in this state, it shall deliver to the secretary of state for filing a certified copy of the resolution of its members if it is member-managed or its managers if it is manager-managed, adopting the fictitious name.

Iowa Code § 489.112

2008 Acts, ch 1162, § 8, 155 2009 Acts, ch 133, § 160; 2023 Acts, ch 152, §7, 143, 161

Renumbered from §489.108 by 2023 Iowa, ch 152, s 143, eff. 1/1/2024.

Amended by 2023 Iowa, ch 152, s 7, eff. 1/1/2024.

2008 Acts, ch 1162, §8, 155; 2009 Acts, ch 133, §160

Former §489.112 renumbered to §489.107 by 2023 Iowa, ch 152, s 143, eff. 1/1/2024.

Referred to in §488.108, 489.113, 489.114, 489.201, 489.710, 489.903, 489.906, 489.910, 489.14202, 489.14703, 490.401, 504.401, 504.403

Former §489.112 transferred to §489.107; 2023 Acts, ch 152, §143, 161

2023 amendment effective January 1, 2024; 2023 Acts, ch 152, §161

Section transferred from §489.108 in Code 2024 pursuant to directive in 2023 Acts, ch 152, §143, 161

Section amended