(1) The name of a domestic entity and the name under which a foreign entity may register to do business in this state , must be distinguishable on the records of the secretary of state from any:

Washington Code 23.95.105

Limited liability company: means a domestic limited liability company formed under or subject to chapter 25. See Washington Code 23.95.105

Limited liability limited partnership: means a domestic limited liability limited partnership formed under or subject to chapter 25. See Washington Code 23.95.105

Limited liability partnership: means a domestic limited liability partnership registered under or subject to chapter 25. See Washington Code 23.95.105

Limited partnership: includes a limited liability limited partnership. See Washington Code 23.95.105

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, general cooperative association, 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 Washington Code 23.95.105

Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Washington Code 23.95.105

Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Washington Code 23.95.105

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 Washington Code 23.95.105

Type of entity: means a generic form of entity:

Washington Code 23.95.105

(a) Name of an existing domestic entity which at the time is not administratively dissolved;

(b) Name of a foreign entity registered to do business in this state under Article 5 of this chapter;

(c) Name reserved under RCW 23.95.310; or

(d) Name registered under RCW 23.95.315.

(2) If an entity consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection (1) of this section, the name of the consenting entity may be used by the person to which the consent was given.

(3) A name may not be considered distinguishable on the records of the secretary of state from the name of another entity by virtue of:

(a) A variation in the words, phrases, or abbreviations indicating the type of entity, such as “corporation,” “corp.,” “incorporated,” “Inc.,” “company,” “co.,” “social purpose corporation,” “SPC,” “S.P.C.,” “professional corporation,” “PC,” “P.C.,” “professional service,” “PS,” “P.S.,” “Limited,” “Ltd.,” “limited partnership,” “LP,” “L.P.,” “limited liability partnership,” “LLP,” “L.L.P.,” “registered limited liability partnership,” “RLLP,” “R.L.L.P.,” “limited liability limited partnership,” “LLLP,” “L.L.L.P.,” “registered limited liability limited partnership,” “RLLLP,” “R.L.L.L.P.,” “limited liability company,” “LLC,” “L.L.C.,” “professional limited liability company,” “PLLC,” or “P.L.L.C.”;

(b) The addition or deletion of an article or conjunction such as “the” or “and” from the same name;

(c) Punctuation, capitalization, or special characters or symbols in the same name; or

(d) Use of abbreviation or the plural form of a word in the same name.

(4) An entity name may not contain language stating or implying that the entity is organized for a purpose other than those permitted by the entity’s public organic record.

(5) This chapter does not control the use of assumed business names or “trade names.”

(6) An entity may use a name that is not distinguishable from a name described in subsection (1) of this section if the entity delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the entity to use the name in this state.

(7) An entity may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed or authorized to transact business in this state and the proposed user entity:

(a) Has merged with the other entity; or

(b) Has been formed by reorganization of the other entity.

Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.