Iowa Code § 490.401

Current through March 29, 2024

Section 490.401 - Corporate name

1. A corporate name is subject to all of the following:

a. It must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language.

b. It must not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 490.301 and its articles of incorporation.

2. Except as authorized by subsections 3 and 4, a corporate name must be distinguishable upon the records of the secretary of state from all of the following:

a. The corporate name of a corporation incorporated in this state which is not administratively dissolved, or if such corporation has been administratively dissolved, within five years after the effective date of dissolution.

b. A corporate name reserved or registered under section 490.402 or 490.403 or any similar provision of the law of this state.

c. The name of a registered foreign corporation or an alternate name adopted by a registered foreign corporation because its corporate name is unavailable.

d. The corporate name of a nonprofit corporation incorporated in this state which is not administratively dissolved.

e. The name of a foreign nonprofit corporation authorized to do business in this state or an alternate name adopted by a foreign nonprofit corporation authorized to conduct activities in this state because its real name is unavailable.

f. The name of a domestic filing entity which is not administratively dissolved.

g. The name of a foreign unincorporated entity registered to do business in this state or an alternate name adopted by such an entity registered to conduct activities in this state because its real name is unavailable.

h. A name reserved, registered, or protected as follows:

(1) For a limited liability partnership, section 486A.1001 or 486A.1002.

(2) For a limited partnership, section 488.108, 488.109, or 488.810.

(3) For a business corporation, this section, or section 490.402, 490.403, or 490.1422.

(4) For a limited liability company under chapter 489, section 489.112, 489.113, 489.114, or 489.710.

(5) For a nonprofit corporation, section 504.401, 504.402, 504.403, or 504.1423.

3. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one or more of the names described in subsection 2. The secretary of state shall authorize use of the name applied for if any of the following conditions apply:

a. The other corporation or unincorporated entity consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation.

b. The applicant delivers to the secretary of state 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.

4. A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or registered to do business in this state and the proposed user corporation submits documentation to the satisfaction of the secretary of state establishing any of the following conditions:

a. Has merged with the other corporation.

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

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

5. This chapter does not control the use of fictitious names; however, if a corporation or a foreign corporation uses a fictitious name in this state, it shall deliver to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

Iowa Code § 490.401

89 Acts, ch 288, §29; 90 Acts, ch 1205, §20 - 22; 96 Acts, ch 1170, §4; 2004 Acts, ch 1049, §183, 191, 192; 2006 Acts, ch 1089, §6; 2008 Acts, ch 1162, §138, 154, 155; 2021 Acts, ch 165, § 36, 230; 2022 Acts, ch 1021, §144; 2022 Acts, ch 1058, §9, 10; 2023 Acts, ch 152, §150, 161

Amended by 2023 Iowa, ch 152, s 150, eff. 1/1/2024.

Amended by 2022 Iowa, ch 1058, s 9, eff. 7/1/2022.

Amended without change by 2022 Iowa, ch 1058, s 10, eff. 7/1/2022.

Amended by 2022 Iowa, ch 1021, s 144, eff. 7/1/2022.

Amended by 2021 Iowa, ch 165, s 36, eff. 1/1/2022.

89 Acts, ch 288, §29; 90 Acts, ch 1205, §20 - 22; 96 Acts, ch 1170, §4; 2004 Acts, ch 1049, §183, 191, 192; 2006 Acts, ch 1089, §6; 2008 Acts, ch 1162, §138, 154, 155

Referred to in §488.108, 490.202, 490.403, 490.1422, 490.1503, 490.1506, 490.1510, 490.1621, 490.1702, 504.401, 504.403

2023 amendment to subsection 2, paragraph h, subparagraph (4) effective January 1, 2024; 2023 Acts, ch 152, §161

Subsection 2, paragraph h, subparagraph (4) amended