H. B. 3202

(By Delegates Webster and Keener)
[Introduced March 30, 2001; referred to the
Committee on the Judiciary then Finance.]

A BILL to amend and reenact section eleven, article one, chapter thirty-one of the code of West Virginia, one thousand nine hundred thirty-one, as amended; to amend and reenact section one hundred five, article one, chapter thirty-one-b of said code; and to amend article eight, chapter forty-seven of said code, by adding thereto two new sections, designated sections six and seven, all relating to providing for the registration and reserving of names of resident individuals, sole proprietorships and general partnership s through the secretary of state.

Be it enacted by the Legislature of West Virginia:
That section eleven, article one, chapter thirty-one of the code of West Virginia, one thousand nine hundred thirty-one, as amended, be amended and reenacted; that section one hundred five, article one, chapter thirty-one-b of said code, be amended and reenacted; and that article eight, chapter forty-seven of said code, be amended by adding thereto two new sections, designated sections six and seven, all to read as follows:
CHAPTER 31. CORPORATIONS.
ARTICLE 1. BUSINESS AND NONPROFIT CORPORATIONS.

§31-1-11. Corporate name; requirements; certain names prohibited.

(a) Except for corporations in existence prior to the effective date of this article, the corporate name:
(1) Shall contain the word "corporation," "company," "incorporated" or "limited," or shall contain an abbreviation of one of such these words.
(2) Shall May 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.
(3) Shall May not be the same as,

whose name is registered with the secretary of state; (B) the name of any foreign corporation, foreign limited partnership, foreign limited liability partnership, foreign limited liability company, or any other foreign business entity authorized to conduct affairs or transact business in this state; (C) a name the exclusive right to which is, at the time, reserved in the manner provided by law; or (D) the name of a corporation, limited partnership, limited liability partnership or limited liability company which has in effect a registration of its business name as provided by law. The requirements of this subdivision shall do not apply if the applicant files with the secretary of state either (X) a written consent to the use and a written undertaking by the present user, registrant or owner of a reserved name submitted in a form satisfactory to the secretary of state to change the name to a name that is distinguishable from the name applied for or (Y) a certified copy of a final order of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state. For purposes of this subdivision, any terms or abbreviations required to be included in the business name to identify the type of business entity shall are not alone be sufficient to make one name distinguishable from another.
(4) Shall be transliterated into letters of the English alphabet, if it is not in English.
(b) A corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale, lease or other disposition to or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, may have the same name as that used in this state by any of such the other corporations if such the other corporation was organized under the laws of, or is authorized to conduct affairs or do or transact business in this state.
(c) After the effective date of this section, No corporation shall may be chartered in this state under any name which includes the word "engineer," "engineers," "engineering" or any combination of same these words unless the purpose of the corporation is to practice professional engineering as defined in article thirteen, chapter thirty of this code, as amended, and one or more of the incorporators is a registered professional engineer as therein defined.

CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.
ARTICLE 1. GENERAL PROVISIONS.
§31B-1-105. Name.
(a) The name of a limited liability company must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". "Limited" may be abbreviated as "Ltd." and "company" may be abbreviated as "Co.".
(b) Except as authorized by subsections (c) and (d) of this section, the name of a limited liability company must be distinguishable upon the records of the secretary of state from:
(1) The name of any corporation, limited partnership, limited liability partnership, or limited liability company incorporated, organized or authorized to transact business in this state

(2) A name reserved or registered under sections 1-106 or 1-107 of this article or under sections twelve or thirteen of article one, chapter thirty-one of this code; or
(3) A fictitious name approved under section 10-1005 for a foreign company authorized to transact business in this state because its real name is unavailable.
(c) A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records of the secretary of state from one or more of the names described in subsection (b) of this section. The secretary of state shall authorize use of the name applied for if:
(1) The present user, registrant or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the secretary of state to change the name to a name that is distinguishable upon the records of the secretary of state from the name applied for; or
(2) 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.
(d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in this state if the other company is organized or authorized to transact business in this state and the company proposing to use the name has:
(1) Merged with the other company;
(2) Been formed by reorganization with the other company; or
(3) Acquired substantially all of the assets, including the name, of the other company.
CHAPTER 47. REGULATION OF TRADE.

ARTICLE 8. TRADE NAMES.

§47-8-6. Registry of individual, sole proprietorship or general partnership names.

(a) The secretary of state shall maintain a registry of names of West Virginia

(b) The secretary of state may register multiple

§47-8-7. Reserved name of individual, sole proprietorship or general partnership .

(a) A resident

may reserve the exclusive use of a fictitious name by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a one hundred twenty-day period. The reservation may be renewed for one additional period of one hundred twenty days, but may not be reserved by the same or associated persons within one calendar year of the expiration of the last reservation period.
(b) The owner of a name reserved for a resident

NOTE: The purpose of this bill is to

Strike-throughs indicate language that would be stricken from the present law, and underscoring indicates new language that would be added.

§§47-2-6 and 7 are new; therefore, strike-throughs and underscoring have been omitted.