19.0695.01000
Sixty-sixth
Legislative Assembly HOUSE BILL NO. 1127
of North Dakota
Introduced by
Representatives Laning, B. Anderson, Tveit
Senator Anderson
1 A BILL for an Act to amend and reenact sections 10-15-08.1, 10-19.1-13, and 10-32.1-11,
2 subsection 14 of section 10-32.1-92, section 10-33-10, subdivision l of subsection 1 of section
3 10-33-140, subsection 3 of section 10-34-04, subdivision l of subsection 1 of section 10-36-08,
4 section 45-10.2-10, subsection 13 of section 45-10.2-109, sections 45-11-01, 45-13-04.1,
5 45-22-04, and 45-23-03, subsection 13 of section 45-23-08, and section 47-25-03 of the North
6 Dakota Century Code, relating to the names of cooperatives, corporations, limited liability
7 companies, domestic and foreign real estate investment trusts, limited partnerships, fictitious
8 partnerships, and limited liability partnerships; and to provide a contingent effective date.
9 BE IT ENACTED BY THE LEGISLATIVE ASSEMBLY OF NORTH DAKOTA:
10 SECTION 1. AMENDMENT. Section 10-15-08.1 of the North Dakota Century Code is
11 amended and reenacted as follows:
12 10-15-08.1. Cooperative name.
13 1. The cooperative name:
14 a. Must be expressed in letters or characters used in the English language as those
15 letters or characters appear in the American standard code for information
16 interchange (ASCII) table.
17 b. May contain the word "corporation" or "incorporated" or an abbreviation of either
18 of those words.
19 c. May not contain a word or phrase that indicatesindicating or implies thatimplying
20 it is organized for a purpose other than one or more business purposes for which
21 a cooperative association may be organized under this chapter.
22 d. May not be the same as, or deceptively similar to,Must be distinguishable in the
23 records of the secretary of state from the name, whether foreign and authorized
24 to do business in this state, or domestic, unless there is filed with the articles of
Page No. 1 19.0695.01000
 Sixty-sixth
Legislative Assembly
1 association of a domestic cooperative or the application for authority of a foreign
2 cooperative, a record in compliance with subsection 2 of:
3 (1) Another cooperative association;
4 (2) A corporation;
5 (3) A limited liability company;
6 (4) A limited liability partnership;
7 (5) A limited partnership;
8 (6) A limited liability limited partnership;
9 (7) A name the right to which is, at the time of organization, in some manner
10 reserved;
11 (8) A fictitious name registered with the secretary of state as provided in
12 chapter 45-11;
13 (9) A trade name registered with the secretary of state as provided in chapter
14 47-25; or
15 (10) A trademark or service mark registered in the manner provided in chapter
16 47-22.
17 2. If the secretary of state determines a cooperative name is deceptively similar
18 toindistinguishable from another name for purposes of this chapter, then the
19 cooperative name may not be used unless there is filed with the articles of association
20 or application for authority:
21 a. A written consent to use the name obtained from the domestic or foreign
22 corporation, limited liability company, limited liability partnership, limited liability
23 limited partnership, or limited partnership authorized to do business in this state
24 having a deceptively similaran indistinguishable name, or the holder of a
25 reserved name, registered trade name, fictitious name, or trademark or service
26 mark; or
27 b. A certified copy of a judgment of a court in this state establishing the prior right of
28 the applicant to the use of the name in this state.
29 3. The secretary of state shall determine whether a cooperative name is deceptively
30 similar todistinguishable in the records from another name for purposes of this chapter
31 and may adopt rules reasonable or necessary for making these determinations.
Page No. 2 19.0695.01000
 Sixty-sixth
Legislative Assembly
1 4. This section and section 10-15-08.2 do not:
2 a. Abrogate or limit:
3 (1) The law of unfair competition or unfair practices;
4 (2) Chapter 47-25;
5 (3) The laws of the United States with respect to the right to acquire and protect
6 copyrights, trade names, trademarks, service names, and service marks; or
7 (4) Any other rights to the exclusive use of names or symbols; or
8 b. Derogate the common law or the principles of equity.
9 5. A cooperative that is involuntarily dissolved by the secretary of state under section
10 10-15-53.2 may reacquire the right to use that name by reinstating the cooperative
11 within the time provided in section 10-15-53.3 or by refiling articles of association,
12 unless the name has been adopted for use or reserved by another person, in which
13 case the filing must be rejected unless the filing is accompanied by a written consent
14 or judgment as provided in subdivision d of subsection 12. A cooperative that is unable
15 to reacquire the use of its name shall adopt a new name that complies with this
16 section.
17 6. A cooperative that files its articles of association with an effective date later than the
18 date of filing as provided in section 10-15-07 shall maintain the right to the name until
19 the effective date.
20 SECTION 2. AMENDMENT. Section 10-19.1-13 of the North Dakota Century Code is
21 amended and reenacted as follows:
22 10-19.1-13. Corporate name.
23 1. The corporate name:
24 a. Must be expressed in letters or characters used in the English language as those
25 letters or characters appear in the American standard code for information
26 interchange (ASCII) table.
27 b. Must contain the word "company", "corporation", "incorporated", "limited", or an
28 abbreviation of one or more of these words.
29 c. May not contain the words "limited liability company", "limited partnership",
30 "limited liability partnership", "limited liability limited partnership", or anyan
31 abbreviation of these words.
Page No. 3 19.0695.01000
 Sixty-sixth
Legislative Assembly
1 d. May not contain a word or phrase that indicatesindicating or impliesimplying the
2 corporation:
3 (1) Is incorporated for a purpose other than:
4 (a) A lawful business purpose for which a corporation may be
5 incorporated under this chapter; or
6 (b) For a purpose stated in its articles of incorporation; or
7 (2) May not be incorporated under this chapter.
8 e. May not be the same as, or deceptively similar toMust be distinguishable in the
9 records of the secretary of state from:
10 (1) The name, whether foreign and authorized to do business in this state or
11 domestic, unless there is filed with the articles a record that complies with
12 subsection 3, of:
13 (a) Another corporation;
14 (b) A corporation incorporated or authorized to do business in this state
15 under another chapter of this code;
16 (c) A limited liability company;
17 (d) A limited partnership;
18 (e) A limited liability partnership; or
19 (f) A limited liability limited partnership;
20 (2) A name the right to which is, at the time of incorporation, reserved in the
21 manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,
22 45-13-04.2, or 45-22-05;
23 (3) A fictitious name registered in the manner provided in chapter 45-11;
24 (4) A trade name registered in the manner provided in chapter 47-25; or
25 (5) A trademark or service mark registered in the manner provided in chapter
26 47-22.
27 2. The secretary of state shall determine whether a corporate name is "deceptively
28 similar" todistinguishable in the records from another name for purposes of this
29 chapter and may adopt rules reasonable or necessary for making these
30 determinations.
Page No. 4 19.0695.01000
 Sixty-sixth
Legislative Assembly
1 3. If the secretary of state determines that a corporate name is "deceptively similar"
2 toindistinguishable in the records from another name for purposes of this chapter, then
3 the corporate name may not be used unless there is filed with the articles:
4 a. The written consent of the holder of the rights to the name to which the proposed
5 name has been determined to be deceptively similarindistinguishable; or
6 b. A certified copy of a judgment of a court in this state establishing the prior right of
7 the applicant to the use of the name in this state.
8 4. This subsectionsection does not affect the right of a domestic corporation existing on
9 July 1, 1986, or a foreign corporation authorized to do business in this state on that
10 date to continue the use of its name.
11 5. This section and section 10-19.1-14 do not:
12 a. Abrogate or limit:
13 (1) The law of unfair competition or unfair practices;
14 (2) Chapter 47-25;
15 (3) The laws of the United States with respect to the right to acquire and protect
16 copyrights, trade names, trademarks, service names, and service marks; or
17 (4) Any other rights to the exclusive use of names or symbols; or
18 b. Derogate the common law or the principles of equity.
19 6. A domestic or foreign corporation that is the surviving organization in a merger with
20 one or more other organizations, or that acquires by sale, lease, or other disposition to
21 or exchange with an organization all or substantially all of the assets of another
22 organization including its name, may have the same name, subject to the
23 requirements of subsection 1, as that used in this state by any of the other
24 organizations, if the other organization whose name is sought to be used:
25 a. Was incorporated, organized, formed, or registered under the laws of this state;
26 b. Is authorized to transact business or conduct activities in this state;
27 c. Holds a reserved name in the manner provided in section 10-19.1-14,
28 10-32.1-12, 10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;
29 d. Holds a fictitious name registered in the manner provided in chapter 45-11;
30 e. Holds a trade name registered in the manner provided in chapter 47-25; or
Page No. 5 19.0695.01000
 Sixty-sixth
Legislative Assembly
1 f. Holds a trademark or service mark registered in the manner provided in chapter
2 47-22.
3 7. The use of a name by a corporation in violation of this section does not affect or vitiate
4 its corporate existence. However, a court in this state may, upon application of the
5 state or of an interested or affected person, enjoin the corporation from doing business
6 under a name assumed in violation of this section, although its articles may have been
7 filed with the secretary of state and a certificate of incorporation issued.
8 8. A corporation whose period of existence has expired or that is involuntarily dissolved
9 by the secretary of state pursuant to section 10-19.1-146 or 10-19.1-146.1 may
10 reacquire the right to use that name by refiling articles of incorporation pursuant to
11 section 10-19.1-11, unless the name has been adopted for use or reserved by another
12 person, in which case the filing will be rejected unless the filing is accompanied by a
13 written consent or judgment as provided in subsection 23. A corporation that cannot
14 reacquire the use of its corporate name shall adopt a new corporate name that
15 complies with the provisions of this section:
16 a. By refiling articles of incorporation pursuant to section 10-19.1-11;
17 b. By amending pursuant to section 10-19.1-17; or
18 c. By reinstating pursuant to section 10-19.1-146.
19 9. Subject to section 10-19.1-133, this section applies to anya foreign corporation
20 transacting business in this state, having a certificate of authority to transact business
21 in this state, or applying for a certificate of authority.
22 10. An amendment that only changes the name of the corporation may be authorized by a
23 resolution approved by the board and may, but need not, be submitted to and
24 approved by the shareholders as provided in section 10-19.1-18.
25 11. A corporation that files its articles of incorporation with an effective date later than the
26 date of filing as provided in section 10-19.1-12 shall maintain the right to the name
27 until the effective date.
28 SECTION 3. AMENDMENT. Section 10-32.1-11 of the North Dakota Century Code is
29 amended and reenacted as follows:
30 10-32.1-11. Limited liability company name.
31 1. The limited liability company name:
Page No. 6 19.0695.01000
 Sixty-sixth
Legislative Assembly
1 a. Must be expressed in letters or characters used in the English language as those
2 letters or characters appear in the American standard code for information
3 interchange table;
4 b. Must contain the words "limited liability company", or must contain the
5 abbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may
6 be used interchangeably for all purposes authorized by this chapter, including
7 real estate matters, contracts, and filings with the secretary of state;
8 c. May not contain:
9 (1) The word "corporation", "incorporated", "limited partnership", "limited liability
10 partnership", "limited liability limited partnership", or anyan abbreviation of
11 these words; or
12 (2) The words "limited" or "company" without association to the words "limited
13 liability company" or the abbreviations of these words as provided in
14 subsection b;
15 d. May not contain a word or phrase that indicatesindicating or implies thatimplying
16 the limited liability company:
17 (1) Is organized for a purpose other than:
18 (a) A lawful business purpose for which a limited liability company may be
19 organized under this chapter; or
20 (b) For a purpose stated in its articles of organization; or
21 (2) May not be organized under this chapter; and
22 e. May not be the same as, or deceptively similar toMust be distinguishable in the
23 records of the secretary of state from:
24 (1) The name, whether foreign and authorized to do business in this state or
25 domestic, unless there is filed with the articles a record which complies with
26 subsection 3, of:
27 (a) Another limited liability company;
28 (b) A corporation;
29 (c) A limited partnership;
30 (d) A limited liability partnership; or
31 (e) A limited liability limited partnership;
Page No. 7 19.0695.01000
 Sixty-sixth
Legislative Assembly
1 (2) A name, the right of which is, at the time of organization, reserved in the
2 manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,
3 45-13-04.2, or 45-22-05;
4 (3) A fictitious name registered in the manner provided in chapter 45-11;
5 (4) A trade name registered in the manner provided in chapter 47-25; or
6 (5) A trademark or service mark registered in the manner provided in chapter
7 47-22.
8 2. The secretary of state shall determine whether a limited liability company name is
9 deceptively