Except as provided in Section 48-3a-1104 or 48-3a-1302, the name of a limited liability company shall contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.
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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.
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.
Division: means the Division of Corporations and Commercial Code. See Utah Code 48-3a-102
Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state, which would be a limited liability company, including a low-profit limited liability company, if formed under the law of this state. See Utah Code 48-3a-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.
Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-3a-102
State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Utah Code 48-3a-102
United States: includes each state, district, and territory of the United States of America. See Utah Code 68-3-12.5
Except as authorized by Subsection (3), the name of a company shall be distinguishable as defined in Subsection (4) upon the records of the division from:
(a)
the actual name, reserved name, or fictitious or assumed name of any entity registered with the division; or
(b)
any tradename, trademark, or service mark registered with the division.
(3)
(a)
A company may apply to the division for approval to file the company’s certificate of organization under or to reserve a name that is not distinguishable upon the division’s records from one or more of the names described in Subsection (2).
(b)
The division shall approve the name for which the company applies under Subsection (3)(a) if:
(i)
the other person whose name is not distinguishable from the name under which the applicant desires to file:
(A)
consents to the filing in writing; and
(B)
submits an undertaking in a form satisfactory to the division to change the person’s name to a name that is distinguishable from the name of the applicant; or
(ii)
the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name in this state.
(4)
A name is distinguishable from other names, trademarks, and service marks registered with the division if the name contains one or more different words, letters, or numerals from other names upon the division’s records.
(5)
The following differences are not distinguishing:
(a)
the term:
(i)
“corp.”;
(ii)
“corporation”;
(iii)
“Inc.”;
(iv)
“incorporated”;
(v)
“professional corporation”;
(vi)
“P.C.” or “PC”;
(vii)
“professional association”;
(viii)
“P.A.” or “PA”;
(ix)
“professional limited liability company”;
(x)
“P.L.L.C.” or “PLLC”;
(xi)
“company”;
(xii)
“limited partnership”;
(xiii)
“limited”;
(xiv)
“L.P.” or “LP”;
(xv)
“Ltd.”;
(xvi)
“limited liability company”;
(xvii)
“limited company”;
(xviii)
“L.C.” or “LC”;
(xix)
“L.L.C.” or “LLC”;
(xx)
“registered limited liability partnership”;
(xxi)
“R.L.L.P.” or “RLLP”;
(xxii)
“limited liability partnership”;
(xxiii)
“L.L.P.” or “LLP”;
(xxiv)
“limited liability limited partnership”;
(xxv)
“L.L.L.P.” or “LLLP”;
(xxvi)
“registered limited liability limited partnership”; or
(xxvii)
“R.L.L.L.P.” or “RLLLP”;
(b)
an abbreviation of a word listed in Subsection (5)(a);
(c)
the presence or absence of the words or symbols of the words “the,” “and,” “a,” or “plus”;
(d)
differences in punctuation and special characters;
(e)
differences in capitalization; or
(f)
for a company that is formed in this state on or after May 4, 1998, or registered as a foreign company in this state on or after May 4, 1998, differences in singular and plural forms of words.
(6)
The division may not approve for filing a name that implies that a limited liability company is an agency of this state or any of the state’s political subdivisions, if the limited liability company is not actually such a legally established agency or subdivision.
(7)
The authorization to file a certificate under or to reserve or register a limited liability company name as granted by the division does not:
(a)
abrogate or limit the law governing unfair competition or unfair trade practices;
(b)
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 names and trademarks; or
(c)
create an exclusive right in geographic or generic terms contained within a name.
(8)
The name of a limited liability company or foreign limited liability company may not contain:
(a)
the term:
(i)
“association”;
(ii)
“corporation”;
(iii)
“incorporated”;
(iv)
“partnership”;
(v)
“limited partnership”; or
(vi)
“L.P.”;
(b)
any word or abbreviation that is of like import to the words listed in Subsection (8)(a);
(c)
without the written consent of the United States Olympic Committee, the words:
(i)
“Olympic”;
(ii)
“Olympiad”; or
(iii)
“Citius Altius Fortius”;
(d)
without the written consent of the Division of Consumer Protection issued in accordance with Section 13-34-114 the words:
(i)
“university”;
(ii)
“college”; or
(iii)
“institute” or “institution”; or
(e)
for a limited liability company that changes the limited liability company’s name or is formed on or after May 4, 2022, the number sequence “911.”
(9)
(a)
A person, other than a company formed under this chapter or a foreign company authorized to transact business in this state, may not use in the person’s name in this state the term:
(i)
“limited liability company”;
(ii)
“limited company”;
(iii)
“L.L.C.”;
(iv)
“L.C.”;
(v)
“LLC”; or
(vi)
“LC”.
(b)
Notwithstanding Subsection (2)(a):
(i)
a foreign corporation whose actual name includes the term “limited” or “Ltd.” may use the foreign corporation’s actual name in this state if the foreign corporation also uses:
(A)
“corporation” or “corp.”; or
(B)
“incorporated” or “Inc.”; and
(ii)
a limited liability partnership may use in the limited liability partnership’s name the term:
