Section 401 – Corporate name.

Effective 5/4/2022
16-6a-401. Corporate name.

• (1) The corporate name of a nonprofit corporation:
  • (a) may, but need not contain:
    • (i) the word “corporation,” “incorporated,” or “company”; or
    • (ii) an abbreviation of “corporation,” “incorporated,” or “company”;
  • (b) may not contain:
    • (i) any word or phrase that indicates or implies that the nonprofit corporation is organized for a purpose other than that permitted by:
      • (A) Section 16-6a-301; and
      • (B) the nonprofit corporation’s articles of incorporation; or
    • (ii) for a nonprofit corporation that changes the nonprofit corporation’s name or is incorporated in or authorized to do business in the state on or after May 4, 2022, the number sequence “911”;
  • (c) except as authorized by the division under Subsection (2), shall be distinguishable, as defined in Section 16-10a-401, from:
    • (i) the name of any domestic corporation incorporated in this state;
    • (ii) the name of any foreign corporation authorized to conduct affairs in this state;
    • (iii) the name of any domestic nonprofit corporation incorporated in this state;
    • (iv) the name of any foreign nonprofit corporation authorized to conduct affairs in this state;
    • (v) the name of any domestic limited liability company formed in this state;
    • (vi) the name of any foreign limited liability company authorized to conduct affairs in this state;
    • (vii) the name of any limited partnership formed or authorized to conduct affairs in this state;
    • (viii) any name that is reserved under Section 16-6a-402 or 16-10a-402;
    • (ix) the name of any entity that has registered the entity’s name under Section 42-2-5;
    • (x) the name of any trademark or service mark registered by the division; or
    • (xi) any assumed name filed under Section 42-2-5;
  • (d) shall be, for purposes of recordation, either translated into English or transliterated into letters of the English alphabet if the nonprofit corporation’s name is not in English;
  • (e) without the written consent of the United States Olympic Committee, may not contain the words:
    • (i) “Olympic”;
    • (ii) “Olympiad”; or
    • (iii) “Citius Altius Fortius”; and
  • (f) without the written consent of the Division of Consumer Protection issued in accordance with Section 13-34-114, may not contain the words:
    • (i) “university”;
    • (ii) “college”; or
    • (iii) “institute” or “institution.”

• (2) The division may authorize the use of the name applied for if:
  • (a) the name is distinguishable from one or more of the names and trademarks described in Subsection (1)(c) that are on the division’s records; or
  • (b) if 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 applied for in this state registered or reserved with the division pursuant to the laws of this state.

• (3) A nonprofit corporation may use the name of another domestic or foreign corporation that is used in this state if:
  • (a) the other corporation is incorporated or authorized to conduct affairs in this state; and
  • (b) the proposed user corporation:
    • (i) has merged with the other corporation;
    • (ii) has been formed by reorganization of the other corporation; or
    • (iii) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

• (4)
  • (a) A nonprofit corporation may apply to the division for authorization to file the nonprofit corporation’s articles of incorporation under, or to register or reserve, a name that is not distinguishable upon the division’s records from one or more of the names described in Subsection (1).
  • (b) The division shall approve the application filed under Subsection (4)(a) if:
    • (i) the other person whose name is not distinguishable from the name under which the applicant desires to file, or which the applicant desires to register or reserve:
      • (A) consents to the filing, registration, or reservation 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 make the requested filing in this state under the name applied for.

• (5) Only names of corporations may contain the:
  • (a) words “corporation,” or “incorporated”; or
  • (b) abbreviation “corp.” or “inc.”

• (6) The division may not issue a certificate of incorporation to any association violating the provisions of this section.

Amended by Chapter 457, 2022 General Session