Connecticut General Statutes 33-925 – Corporate name of foreign corporation
(a) The corporate name of a foreign corporation must satisfy the requirements of § 33-665. If the corporate name of a foreign corporation does not satisfy the requirements of § 33-655, the foreign corporation in order to satisfy the requirements of said section and obtain or maintain a certificate of authority to transact business in this state: (1) May add the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.”, to its corporate name for use in this state; or (2) may use a fictitious name which includes the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited” or the abbreviations “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.” to transact business in this state if its real name is unavailable and it includes with its application for a certificate of authority a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
Terms Used In Connecticut General Statutes 33-925
- another: may extend and be applied to communities, companies, corporations, public or private, limited liability companies, societies and associations. See Connecticut General Statutes 1-1
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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.
(b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under § 33-656 or 33-657; (3) the fictitious name adopted by another foreign corporation authorized to transact business in this state because its real name is unavailable; (4) the corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; (5) the corporate name of any domestic or foreign nonstock corporation incorporated or authorized to transact business in this state; (6) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (8) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (9) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business in this state.
(c) A foreign corporation may apply to the Secretary of the State for authorization to use in this state a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company, limited liability partnership or other entity consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of the State to change its name to a name that is distinguishable upon the records of the Secretary of the State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of the State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.
(d) A foreign corporation may use in this state the name, including the fictitious name, of another entity that is used in this state if the other entity is organized or authorized to transact business in this state and the foreign corporation: (1) Has merged with the other entity; or (2) has been formed by reorganization of the other entity.
(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 33-655, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of said section and obtains an amended certificate of authority under § 33-923.