Iowa Code 490.401 – Corporate name
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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.
Terms Used In Iowa Code 490.401
- Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Entity: includes a domestic and foreign business corporation; domestic and foreign nonprofit corporation; estate; trust; domestic and foreign unincorporated entity; and a state, the United States, and a foreign government. See Iowa Code 490.140
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state. See Iowa Code 490.140
- 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.
- Registered foreign corporation: means a foreign corporation registered to do business in the state pursuant to subchapter XV. See Iowa Code 490.140
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. See Iowa Code 490.140
- state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
- undertaking: means a promise or security in any form. See Iowa Code 4.1
- Unincorporated entity: includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association. See Iowa Code 490.140
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 489.108, 489.109, or 489.706.
(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.