(a) The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic or foreign business entity, authorized or registered to do business in this state or a name the right to which is, at the time of organization, reserved or provided for by law.
Terms Used In Tennessee Code 43-38-105
assumed name: means any name used by the cooperative, other than the cooperative true name, except that the following shall not constitute the use of an assumed name: (A) The identification by a cooperative of its business with a trademark or service mark of which it is the owner or licensed user. See Tennessee Code 43-38-105
Business entity: means a corporation, limited liability company, limited liability partnership or other legal entity, association or body vested with the power or function of a legal entity. See Tennessee Code 43-38-103
Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
Cooperative: means an association organized under this title conducting business on a cooperative plan as provided under this chapter. See Tennessee Code 43-38-103
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.
Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 43-38-103
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) A cooperative 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 (1) or more of the names described in subsection (a). The secretary of state shall authorize use of the indistinguishable name applied for if:
(1) The other cooperative or business entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to waive its reservation or change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying cooperative;(2) 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; or(3) The other cooperative or business entity is under common control with the cooperative, consents to the use in writing, and both the other cooperative or business entity and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.(c) A domestic cooperative may elect to adopt an assumed name that complies with the requirements of subsections (a) and (b).
(1) As used in this chapter, “assumed name” means any name used by the cooperative, other than the cooperative true name, except that the following shall not constitute the use of an assumed name:
(A) The identification by a cooperative of its business with a trademark or service mark of which it is the owner or licensed user; and(B) The use of a name of a division, not separately organized; provided, that the cooperative also clearly discloses its name.(2) Before transacting any business in this state under an assumed name or names, the cooperative shall, for each assumed name, pursuant to resolution by its board of directors, execute and file in accordance with §§ 43-38-1101 and 43-38-1103, an application setting forth:
(A) The true cooperative name;(B) The state or country under the laws of which it is organized;(C) That it intends to transact business under an assumed name; and(D) The assumed name that it proposes to use.(3) The right to use an assumed name shall be effective for five (5) years from the date of filing by the secretary of state. A cooperative may reserve or use no more than five (5) assumed names during the same period.(4) A cooperative shall renew the right to use its assumed name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 43-38-1103(a).(d) Any domestic cooperative may, pursuant to resolution by its governing body, change or cancel any or all of its assumed names by executing and filing, in accordance with §§ 43-38-1101 and 43-38-1103, an application setting forth:
(1) The true cooperative name;(2) The state or country under the laws of which it is organized;(3) That it intends to cease transacting business under an assumed name by changing or canceling it;(4) The assumed name to be changed from or cancelled; and(5) If the assumed name is to be changed, the assumed cooperative name that the cooperative proposes to use.(e) Upon the filing of an application to change an assumed name, the cooperative shall have the right to use such assumed name for the period authorized by subsection (b).(f) The right to a domestic cooperative to use an assumed name shall be cancelled by the secretary of state if:
(1) The cooperative fails to renew an assumed name;(2) The cooperative has filed an application to change or cancel an assumed name; or(3) A domestic cooperative has been dissolved.(g) Nothing in this section or in § 43-38-106 shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.
