La. Corporations and Associations § 12:204

Current with operative changes from the 2024 Third Special Legislative Session

Section 12:204 - Corporate name

A. The corporate name may be in any language, but expressed in English letters or characters. The corporate name shall not imply that the corporation is an administrative agency of this state, or any of its political subdivisions, or of the United States. It shall not contain words or phrases that consist of or comprise immoral, deceptive, or scandalous matter. It shall not contain the words "bank", "banking", "banker", "savings", "trust", "deposit", "insurance", "mutual", "assurance", "indemnity", "casualty", "fiduciary", "homestead", "building and loan", "surety", "security", "guarantee", "cooperative", "state", "parish", "redevelopment corporation", "electric cooperative", or "credit union". It shall not contain the phrase "doing business as" or any abbreviation of that phrase, such as "d/b/a".

B. As used in this Subsection, the term "corporation" includes nonprofit corporations, business corporations, foreign corporations, and partnerships. The corporate name shall be distinguishable from a name reserved pursuant to R.S. 12:1-402(A) and shall be distinguishable upon the records of the secretary of state from the name of any other corporation, limited liability company, partnership, or trade name registered with the secretary of state unless any of the following Paragraphs apply:

(1) The other registrant consents to the use of the name in writing and submits the document required by law to change its name to one that is distinguishable upon the records of the secretary of state from the name of the applying corporation, effective no later than the time that the applying corporation will begin to use the registrant's former name.

(2) The other corporation has theretofore been authorized to do business in this state for more than two years, and has never actively engaged in business in this state. The failure of a business or foreign corporation to file a Louisiana corporate franchise tax return for two consecutive years shall constitute prima facie evidence that it has not actively engaged in business in this state for such period.

(3) The other corporation has failed to pay the corporate franchise tax or taxes due by it to the state for the preceding five consecutive years.

(4) The other corporation, if a foreign corporation, is not authorized to do business in this state.

(5) The other corporation or limited liability company filed for dissolution or withdrawal prior to the preceding five years and has not received the tax clearances required for final dissolution or withdrawal.

C. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practices, nor derogate from the principles of law or the statutes of this state or of the United States, with respect to the right to acquire and to protect trade names.

D. The assumption of a name in violation of this Section shall not affect or vitiate the corporate existence. The court having jurisdiction may, upon the application of the state, or any affected or interested person or association, enjoin such corporation from doing business under a name assumed in violation of this Section.

(1) A corporation shall have the exclusive use of its name and emblem. No person, corporation, or organization may use a name or emblem nondistinguishable from one adopted by a corporation.

(2) If two nonprofit corporations or organizations have adopted names or emblems substantially similar, the organization which was first incorporated, whether in this state or elsewhere, shall have prior and exclusive use of the name or emblem adopted by it. If any organization or the members thereof are infringing or about to infringe upon the name or emblem of a nonprofit corporation, such corporation may obtain injunctive relief in the court of proper jurisdiction.

(3) If the name or emblem used by an organization or its members is nondistinguishable from a name or emblem the exclusive use of which is reserved to a nonprofit corporation, injunctive relief shall be granted without necessity of proof that any person in fact has been misled or deceived.

F. If the corporation seeking the issuance of a certificate of incorporation in this state includes in its name the word "engineer", "engineering", "surveyor", "surveying", or any derivative thereof, the secretary of state shall require, prior to the issuance of the certificate of incorporation, evidence satisfactory to him that written notice of such application for a certificate of incorporation has been delivered to the Louisiana Professional Engineering and Land Surveying Board in writing not less than ten days prior to the date of issuance of the certificate of incorporation. If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board waiving the requirement of ten days written notice to said board, as set forth in the preceding sentence, the secretary of state shall be authorized to proceed immediately with the processing of such application.

(1) A person may reserve a specified name for a nonprofit corporation by filing a signed application with the secretary of state.

(2) If the secretary of state finds that the name is available for use by a nonprofit corporation, he shall reserve the name for the exclusive use of the applicant for a nonrenewable period of one hundred twenty days.

(3) The exclusive right to use a reserved name may be transferred to another person or nonprofit corporation by filing with the secretary of state a notice of the transfer that specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.

(4) The owner of the reserved name may terminate the reservation by delivering to the secretary of state a signed notice of termination.

La. Corporations and Associations § 12:204

Acts 1968, No. 105, §1. Amended by Acts 1975, No. 650, §2. Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 1997, No. 296, §1; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2015, No. 398, §2, eff. Oct. 5, 2015; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2022, No. 193, §2.

Amended by Acts 2022, No. 193,s. 2, eff. 8/1/2022.

Amended by Acts 2018, No. 560,s. 2, eff. 5/28/2018.

Amended by Acts 2017, No. 367,s. 1, eff. 8/1/2017.

Amended by Acts 2015, No. 398,s. 2, eff. 10/5/2015.

Acts 1968, No. 105, §1. Amended by Acts 1975, No. 650, §2. Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. 7/7/1989; Acts 1997, No. 296, §1; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2.