Ohio Code 1702.05 – Corporate name – transfer – reservation
(A) Except as provided in this section and in sections 1702.41 and 1702.411 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state’s office any articles if the corporate name set forth in the articles is not distinguishable upon the secretary of state’s records from any of the following:
Terms Used In Ohio Code 1702.05
- Another: when used to designate the owner of property which is the subject of an offense, includes not only natural persons but also every other owner of property. See Ohio Code 1.02
- Articles: includes original articles of incorporation, agreements of merger or consolidation if and only to the extent that articles of incorporation are adopted or amended in the agreements, amended articles, and amendments to any of these, and, in the case of a corporation created before September 1, 1851, the special charter and any amendments to it made by special act of the general assembly or pursuant to general law. See Ohio Code 1702.01
- Business corporation: means any entity that is organized pursuant to Chapter 1701 of the Revised Code other than a public benefit entity. See Ohio Code 1702.01
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic corporation: means a nonprofit corporation formed under the laws of this state, or a business corporation formed under the laws of this state that, by amendment to its articles as provided by law, becomes a nonprofit corporation. See Ohio Code 1702.01
- Entity: means any of the following:
(1) A corporation existing under the laws of this state or any other state;
(2) A business corporation existing under the laws of this state or any other state;
(3) Any of the following organizations existing under the laws of this state, the United States, or any other state:
(a) A common law trust;
(b) An unincorporated business, for profit or nonprofit organization, including a general or limited partnership or limited liability partnership;
(c) A limited liability company;
(d) A for profit corporation;
(e) An unincorporated nonprofit association. See Ohio Code 1702.01
- Foreign corporation: means a nonprofit corporation formed under the laws of another state. See Ohio Code 1702.01
- Nonprofit corporation: means a domestic or foreign corporation that is formed otherwise than for the pecuniary gain or profit of, and whose net earnings or any part of them is not distributable to, its members, directors, officers, or other private persons, except that the payment of reasonable compensation for services rendered and the distribution of assets on dissolution as permitted by section 1702. See Ohio Code 1702.01
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: includes , but is not limited to, a nonprofit corporation, a business corporation, a partnership, an unincorporated society or association, and two or more persons having a joint or common interest. See Ohio Code 1702.01
- State: means the United States; any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia; any foreign country or nation; and any province, territory, or other political subdivision of a foreign country or nation. See Ohio Code 1702.01
(1) The name of any other corporation, whether a nonprofit corporation or a business corporation and whether that of a domestic or of a foreign corporation authorized to do business in this state;
(2) The name of any limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. or 1706. of the Revised Code, whether domestic or foreign;
(3) The name of any limited liability partnership registered in the office of the secretary of state pursuant to Chapter 1775. or 1776. of the Revised Code, whether domestic or foreign;
(4) The name of any limited partnership registered in the office of the secretary of state pursuant to Chapter 1782 of the Revised Code, whether domestic or foreign;
(5) Any trade name, the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329 of the Revised Code.
(B) The secretary of state shall determine for purposes of this section whether a name is “distinguishable” from another name upon the secretary of state’s records. Without excluding other names that may not constitute distinguishable names in this state, a name is not considered distinguishable from another name for purposes of this section solely because it differs from the other name in only one or more of the following manners:
(1) The use of the word “corporation,” “company,” “incorporated,” “limited,” or any abbreviation of any of those words;
(2) The use of any article, conjunction, contraction, abbreviation, or punctuation;
(3) The use of a different tense or number of the same word.
(C) 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 the name of any other corporation, any limited liability company, limited liability partnership, or limited partnership, or from a registered trade name, if there also is filed in the office of the secretary of state, on a form prescribed by the secretary of state, the consent of the other entity, or, in the case of a registered trade name, the person in whose name is registered the exclusive right to use the name, which consent is evidenced in a writing signed by any authorized officer or authorized representative of the other entity or person.
(D) In case of judicial sale or judicial transfer, by sale or transfer of good will or otherwise, of the right to use the name of a nonprofit corporation or business corporation, whether that of a domestic corporation or of a foreign corporation authorized to exercise its corporate privileges in this state or to do business in this state, the secretary of state, at the instance of the purchaser or transferee of such right, shall accept for filing articles of a corporation with a name the same as or similar to the name of such other corporation, if there also is filed in the office of the secretary of state a certified copy of the decree or order of court confirming or otherwise evidencing the purchase or transfer.
(E) Any person who wishes to reserve a name for a proposed new corporation, or any corporation intending to change its name, may submit to the secretary of state a written application, on a form prescribed by the secretary of state, for the exclusive right to use a specified name as the name of a corporation. If the secretary of state finds that, under this section, the specified name is available for such use, the secretary of state shall file such application, and, from the date of such filing, such applicant shall have the exclusive right for one hundred eighty days to use the specified name as the name of a corporation, counting the date of such filing as the first of the one hundred eighty days. The right so obtained may be transferred by the applicant or other holder of the right by the filing in the office of the secretary of state of a written transfer, on a form prescribed by the secretary of state, stating the name and address of the transferee.
Last updated September 9, 2021 at 11:44 AM