Iowa Code 504.401 – Corporate name
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1. A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 504.301 and its articles of incorporation.
Terms Used In Iowa Code 504.401
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 504. See Iowa Code 504.141
- Corporation: means a public benefit, mutual benefit, or religious corporation. See Iowa Code 504.141
- 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.
- filing: means filed in the office of the secretary of state. See Iowa Code 504.141
- 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 corporation: means a corporation organized under laws other than the laws of this state which would be a nonprofit corporation if formed under the laws of this state. See Iowa Code 504.141
- 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 corporate officer to whom the board of directors has delegated responsibility under section 504. See Iowa Code 504.141
- 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 corporate name must be distinguishable upon the records of the secretary of state from:
a. The corporate name of any other nonprofit or business corporation incorporated or authorized to do business in this state.
b. 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, section 490.401, 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, this section or section 504.402, 504.403, or 504.1423.
c. The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable.
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 either of the following applies:
a. The other corporation consents to the use of the name in writing and submits an undertaking in a 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 a final judgment from 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 business or nonprofit corporation that is being used in this state if the other corporation is incorporated or authorized 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. The user corporation has merged with the other corporation.
b. The user corporation has been formed by reorganization of the other corporation.
c. The user corporation 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.