Iowa Code 501A.301 – Name
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1. A cooperative name must contain the word “cooperative”, “coop”, or the abbreviation “CP”.
Terms Used In Iowa Code 501A.301
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business entity: means a person organized under statute or common law in this state or another jurisdiction for purposes of engaging in a commercial activity on a profit, cooperative, or not-for-profit basis, including but not limited to a corporation or entity taxed as a corporation under the Internal Revenue Code, nonprofit corporation, cooperative or cooperative association, partnership, limited partnership, limited liability company, limited liability partnership, investment company, joint stock company, joint stock association, or trust, including but not limited to a business trust. See Iowa Code 501A.102
- Cooperative: means a business association organized under this chapter. See Iowa Code 501A.102
- 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 cooperative: means a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, 499A, or 501. See Iowa Code 501A.102
- 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 cooperative: means a foreign business entity organized to conduct business consistent with this chapter or chapter 497, 498, or 499. See Iowa Code 501A.102
- 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.
- Secretary: means the secretary of state. See Iowa Code 501A.102
- 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
2. Except as authorized by subsections 3 and 4, a cooperative name must be distinguishable upon the records of the secretary from all of the following:
a. The name of a domestic cooperative, limited liability company, limited partnership, or corporation organized under the laws of this state or registered as a foreign cooperative, foreign limited liability company, foreign limited partnership, or foreign corporation in this state.
b. A name reserved in the manner provided under the laws of this state.
c. The fictitious name adopted by a foreign cooperative, foreign limited liability company, foreign limited partnership, or foreign corporation authorized to transact business in this state because its real name is unavailable.
d. The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state.
3. A cooperative may apply to the secretary for authorization to use a name that is not distinguishable upon the secretary’s records from one or more of the names described in subsection 2. The secretary shall authorize use of the name applied for if one of the following conditions applies:
a. The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary to change the entity’s name to a name that is distinguishable upon the records of the secretary from the name of the applying cooperative.
b. The applicant delivers to the secretary 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 cooperative may use the name, including the fictitious name, of another business entity that is used in this state if the other business entity is formed under the laws of this state or is authorized to transact business in this state and the proposed user cooperative meets one of the following conditions:
a. Has merged with the other business entity.
b. Has been formed by reorganization of the other business entity.
c. Has acquired all or substantially all of the assets, including the name, of the other business entity.
5. This chapter does not control the use of fictitious names; however, if a cooperative uses a fictitious name in this state, the cooperative shall deliver to the secretary for filing a certified copy of the resolution of the cooperative adopting the fictitious name.