Can a Coprporation Use More Than One Name for Separate Business Activities?
Full Question:
Answer:
You may form a corporation using a single name only, but the corporation may file a registration to use a trade name/assumed name that is different from the name the corporation was formed under. The corporate name may not contain language stating or implying that the corporation is organized for a purpose other than the one permitted by the Articles of Incorporation. The name cannot be the same as or deceptively similar to that of a domestic or foreign qualified corporation. Listing wording within parentheses within the company name implies multiple names and is not allowed.
· An assumed name, sometimes called a fictitious name, is a feature of some state corporation laws that allows a corporation to operate under more than one name.
Please see the following WA statutes:
RCW 19.80.001 The purposes of this chapter are: (1) To require each person
who is....
The purposes of this chapter are: (1) To require each person who is
conducting business in the state of Washington under a trade name to
disclose the true and real name of each person conducting that business,
and (2) to provide a central registry of businesses operating under a trade
name in the state of Washington.
RCW 19.80.005 Unless the context clearly requires otherwise, the
definitions in this....
Unless the context clearly requires otherwise, the definitions in this
section apply throughout this chapter:
(1) "Trade name" means a word or name, or any combination of a word or
name, used by a person to identify the person's business which:
(a) Is not, or does not include, the true and real name of all persons
conducting the business; or
(b) Includes words which suggest additional parties of interest such as
"company," "and sons," or "and associates."
(2) "Business" means an occupation, profession, or employment engaged in
for the purpose of seeking a profit.
(3) "Person" means any individual, partnership, limited liability
company, or corporation conducting or having an interest in a business in
the state.
(4) "True and real name" means:
(a) The surname of an individual coupled with one or more of the
individual's other names, one or more of the individual's initials, or any
combination;
(b) The designation or appellation by which an individual is best known
and called in the business community where that individual transacts
business, if this is used as that individual's legal signature;
(c) The registered corporate name of a domestic corporation as filed with
the secretary of state;
(d) The registered corporate name of a foreign corporation authorized to
do business within the state of Washington as filed with the secretary of
state;
(e) The registered partnership name of a domestic limited partnership as
filed with the secretary of state;
(f) The registered partnership name of a foreign limited partnership as
filed with the secretary of state; or
(g) The name of a general partnership which includes in its name the true
and real names, as defined in (a) through (f) of this subsection, of each
general partner as required in RCW 19.80.010.
RCW 19.80.010 Each person or persons who shall carry on, conduct, or
transact business....
Each person or persons who shall carry on, conduct, or transact business
in this state under any trade name shall register that trade name with the
department of licensing as set forth in this section:
(1) Sole proprietorship or general partnership: The registration shall
set forth the true and real name or names of each person conducting the
same, together with the post office address or addresses of each such
person and the name of the general partnership, if applicable.
(2) Foreign or domestic limited partnership: The registration shall set
forth the limited partnership name as filed with the office of the
secretary of state.
(3) Foreign or domestic limited liability company: The registration shall
set forth the limited liability company name as filed with the office of
the secretary of state.
(4) Foreign or domestic corporation: The registration shall set forth the
corporate name as filed with the office of the secretary of state.
RCW 24.03.045 The corporate name:
The corporate name:
(1) Shall not contain any word or phrase which indicates or implies that
it is organized for any purpose other than one or more of the purposes
contained in its articles of incorporation.
(2)(a) Except as provided in (b) and (c) of this subsection, must be
distinguishable upon the records of the secretary of state from:
(i) The corporate name or reserved name of a corporation or domestic
corporation organized or authorized to transact business under this
chapter;
(ii) A corporate name reserved or registered under chapter 23B.04 RCW;
(iii) The fictitious name adopted under RCW 23B.15.060 by a foreign
corporation authorized to transact business in this state because its real
name is unavailable;
(iv) The name or reserved name of a mutual corporation or miscellaneous
corporation incorporated or authorized to do business under chapter 24.06
RCW;
(v) The name or reserved name of a foreign or domestic limited
partnership formed or registered under chapter 25.10 RCW;
(vi) The name or reserved name of a limited liability company organized
or registered under chapter 25.15 RCW; and
(vii) The name or reserved name of a limited liability partnership
registered under chapter 25.04 RCW.
(b) A corporation may apply to the secretary of state for authorization
to use a name that is not distinguishable upon the records from one or more
of the names described in (a) of this subsection. The secretary of state
shall authorize use of the name applied for if:
(i) The other corporation, company, holder, limited liability
partnership, or limited partnership consents to the use in the form of a
record and files with the secretary of state records necessary to change
its name or the name reserved or registered to a name that is
distinguishable upon the records of the secretary of state from the name
of the applying corporation; or
(ii) 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.
(c) A corporation may use the name, including the fictitious name, of
another domestic or foreign corporation, limited liability company, limited
partnership, or limited liability partnership, that is used in this state
if the other entity is formed or authorized to transact business in this
state, and the proposed user corporation:
(i) Has merged with the other corporation, limited liability company, or
limited partnership; or
(ii) Has been formed by reorganization of the other corporation.
(3) Shall be transliterated into letters of the English alphabet, if it
is not in English.
(4) Shall not include or end with "incorporated," "company,"
"corporation," "partnership," "limited partnership," or "Ltd.," or any
abbreviation thereof, but may use "club," "league," "association,"
"services," "committee," "fund," "society," "foundation," "......, a
nonprofit corporation," or any name of like import.
(5) May only include the term "public benefit" or names of like import if
the corporation has been designated as a public benefit nonprofit
corporation by the secretary in accordance with this chapter.
(6) A name shall not be considered distinguishable upon the records of
the secretary of state by virtue of:
(a) A variation in any of the following designations for the same name:
"Corporation," "incorporated," "company," "limited," "partnership,"
"limited partnership," "limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.," "co.," "ltd.," "LP,"
"L.P.," "LLP," "L.L.P.," "LLC," or "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.
(7) This title does not control the use of assumed business names or
"trade names."
RCW 24.03.047 Any corporation, organized and existing under the laws of any
state or....
Any corporation, organized and existing under the laws of any state or
territory of the United States may register its corporate name under this
title, provided its corporate name is not the same as, or deceptively
similar to, the name of any domestic corporation existing under the laws of
this state, the name of any foreign corporation authorized to transact
business in this state, the name of any domestic limited liability company
organized under the laws of this state, the name of any foreign limited
liability company authorized to transact business in this state, the name
of any limited partnership on file with the secretary, or any corporate
name reserved or registered under this title.
Such registration shall be made by:
(1) Filing with the secretary of state: (a) An application for
registration executed by the corporation by an officer thereof, setting
forth the name of the corporation, the state or country under the laws of
which it is incorporated, [and] the date of its incorporation, and (b) a
certificate setting forth that such corporation is in good standing under
the laws of the state or territory wherein it is organized, executed by the
secretary of state of such state or country or by such other official as
may have custody of the records pertaining to corporations, and
(2) Paying to the secretary of state the applicable registration fee.
The registration shall be effective until the close of the calendar year
in which the application for registration is filed.
RCW 24.03.015 Corporations may be organized under this chapter for any
lawful purpose....
Corporations may be organized under this chapter for any lawful purpose
or purposes, including, without being limited to, any one or more of the
following purposes: Charitable; benevolent; eleemosynary; educational;
civic; patriotic; political; religious; social; fraternal; literary;
cultural; athletic; scientific; agricultural; horticultural; animal
husbandry; and professional, commercial, industrial or trade
association; but labor unions, cooperative organizations, and
organizations subject to any of the provisions of the banking or
insurance laws of this state may not be organized under this chapter:
PROVIDED, That any not for profit corporation heretofore organized under
any act hereby repealed and existing for the purpose of providing health
care services as defined in RCW 48.44.010(1) or 48.46.020(1), as now or
hereafter amended, shall continue to be organized under this chapter.
RCW 24.06.045 The corporate name:
The corporate name:
(1) Shall not contain any word or phrase which indicates or implies that
it is organized for any purpose other than one or more of the purposes
contained in its articles of incorporation.
(2)(a) Except as provided in (b) and (c) of this subsection, must be
distinguishable upon the records of the secretary of state from:
(i) The corporate name of a corporation organized or authorized to
transact business in this state;
(ii) A corporate name reserved or registered under chapter 23B.04 RCW;
(iii) The name or reserved name of a mutual corporation or miscellaneous
corporation incorporated or authorized to do business under this chapter;
(iv) The fictitious name adopted under RCW 23B.15.060 by a foreign
corporation authorized to transact business in this state because its real
name is unavailable;
(v) The corporate name or reserved name of a not-for-profit corporation
incorporated or authorized to conduct affairs in this state under
chapter 24.03 RCW;
(vi) The name or reserved name of a foreign or domestic limited
partnership formed or registered under chapter 25.10 RCW;
(vii) The name or reserved name of a limited liability company organized
or registered under chapter 25.15 RCW; and
(viii) The name or reserved name of a limited liability partnership
registered under chapter 25.04 RCW.
(b) A corporation may apply to the secretary of state for authorization
to use a name that is not distinguishable upon the records from one or more
of the names described in (a) of this subsection. The secretary of state
shall authorize use of the name applied for if:
(i) The other corporation, company, holder, limited liability
partnership, or limited partnership consents to the use in writing and
files with the secretary of state documents necessary to change its name
or the name reserved or registered to a name that is distinguishable upon
the records of the secretary of state from the name of the applying
corporation; or
(ii) 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.
(c) A corporation may use the name, including the fictitious name, of
another domestic or foreign corporation, limited liability company, limited
partnership, or limited liability partnership, that is used in this state
if the other entity is incorporated, organized, formed, or authorized to
transact business in this state, and the proposed user corporation:
(i) Has merged with the other corporation, limited liability company, or
limited partnership; or
(ii) Has been formed by reorganization of the other corporation.
(3) Shall be transliterated into letters of the English alphabet if it is
not in English.
(4) The name of any corporation formed under this section shall not
include nor end with "incorporated", "company", or "corporation" or any
abbreviation thereof, but may use "club", "league", "association",
"services", "committee", "fund", "society", "foundation", "......, a
nonprofit mutual corporation", or any name of like import.
(5) A name shall not be considered distinguishable upon the records of
the secretary of state by virtue of:
(a) A variation in any of the following designations for the same name:
"Corporation," "incorporated," "company," "limited," "partnership,"
"limited partnership," "limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.," "co.," "ltd.," "LP,"
"L.P.," "LLP," "L.L.P.," "LLC," or "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.
(6) This title does not control the use of assumed business names or
"trade names."
