(a) The name of a limited liability company shall contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.
(b) Except as provided in subsection (d) of this section, the name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, shall be distinguishable on the records of the Secretary of the State from any: (1) Name of an existing person whose formation required the filing of a record by the Secretary of the State and which is not at the time administratively dissolved and which has not at the time filed a certificate of dissolution with the Secretary of the State; (2) name under which a person is registered to do business in this state by the filing of a record by the Secretary of the State; (3) name reserved under section 34-243l or other law of this state providing for the reservation of a name by the filing of a record by the Secretary of the State; and (4) name registered under section 34-243m or other law of this state providing for the registration of a name by the filing of a record by the Secretary of the State.
(c) If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the Secretary of the State to change its name to a name that is distinguishable on the records of the Secretary of the State from any name in any category of names in subsection (b) of this section, the name of the consenting person may be used by the person to which the consent was given.
(d) Except as provided in subsection (e) of this section, in determining whether a name is the same as or not distinguishable on the records of the Secretary of the State from the name of another person, words, phrases or abbreviations indicating a type of person, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “P.C.”, “PC”, “Limited”, “Ltd.”, “limited partnership”, “professional limited liability company”, “P.L.L.C.”, “PLLC”, “limited liability partnership”, “L.L.P.”, or “LLP” may not be taken into account.
(e) A person may consent in a record to the use of a name that is not distinguishable on the records of the Secretary of the State from its name except for the addition of a word, phrase or abbreviation indicating the type of person as provided in subsection (d) of this section. In such a case, the person need not change its name pursuant to subsection (b) of this section.
(f) The name of a limited liability company or foreign limited liability company may not contain language stating or implying that the limited liability company or the foreign limited liability company is organized for a purpose other than permitted by subsection (b) of section 34-243h.
(g) A limited liability company or foreign limited liability company may use a name that is not distinguishable from a name described in subsection (b) of this section if the company delivers to the Secretary of the State a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the company to use the name in this state.
(P.A. 16-97, S. 12.)
History: P.A. 16-97 effective July 1, 2017.