CHAPTER 188

SB 223-FN – FINAL VERSION

2015 SESSION

15-0934

03/06

SENATE BILL 223-FN

AN ACT relative to name availability for business organizations.

SPONSORS: Sen. Woodburn, Dist 1; Sen. Sanborn, Dist 9; Sen. Daniels, Dist 11; Rep. Gagnon, Sull 5; Rep. Cilley, Straf 4

COMMITTEE: Commerce

ANALYSIS

This bill modifies the name availability standard for business organizations.

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Explanation: Matter added to current law appears in bold italics.

Matter removed from current law appears [in brackets and struckthrough.]

Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

15-0934

03/06

STATE OF NEW HAMPSHIRE

In the Year of Our Lord Two Thousand Fifteen

AN ACT relative to name availability for business organizations.

Be it Enacted by the Senate and House of Representatives in General Court convened:

188:1 Name. Amend the introductory paragraph of RSA 292:3, II to read as follows:

II. Except as authorized by paragraphs III and IV, a corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:2 Name. Amend RSA 292:3, III to read as follows:

III. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying corporation; or

(c) 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.

188:3 Corporate Name. Amend the introductory paragraph of RSA 293-A:4.01(b) to read as follows:

(b) Except as authorized by subsections (c) and (d), a corporate name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:4 Corporate Name. Amend the introductory paragraph of RSA 293-A:4.01(c) and RSA 293-A:4.01(c)(1) to read as follows:

(c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or not likely to be confused with or mistaken for] one or more of the names described in subsection (b) of this section, as determined from a review of the records of the secretary of state.

(1) the holder or holders of the name as described in subsection (b) gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name;

188:5 Use of Names. Amend the introductory paragraph of RSA 293-B:17, I(b) to read as follows:

(b) Except as authorized by subparagraphs (c) and (d), a New Hampshire investment trust name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:6 Use of Names. Amend RSA 293-B:17, I(c) to read as follows:

(c) A New Hampshire investment trust may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in subparagraph (b), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) The holder or holders of the name as described in subparagraph (b) gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(2) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying corporation; or

(3) 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.

188:7 Corporate Name. Amend the introductory paragraph of RSA 294-A:7, III(a) to read as follows:

III.(a) Except as authorized by subparagraph (b), a professional corporation name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:8 Corporate Name. Amend RSA 294-A:7, III(b)(2) to read as follows:

(2) The applicant files with the secretary of state an application for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in subparagraph (a), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(A) The holder or holders of the name as described in subparagraph (a) gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying corporation; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(B) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying corporation; or

(C) 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.

188:9 Use of Name. Amend the introductory paragraph of RSA 301:43-a, II to read as follows:

II. Except as authorized by paragraphs III and IV, a cooperative name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:10 Use of Name. Amend RSA 301:43-a, III to read as follows:

III. A cooperative may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying cooperative; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying cooperative; or

(c) 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.

188:11 Name. Amend the introductory paragraph of RSA 304-A:45, II to read as follows:

II. Except as authorized by paragraphs III and IV, a registered limited liability partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:12 Name. Amend RSA 304-A:45, III to read as follows:

III. A registered limited liability partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying registered limited liability partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying registered limited liability partnership; or

(c) 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.

188:13 Name. Amend the introductory paragraph of RSA 304-B:2, III to read as follows:

III. Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:14 Name. Amend RSA 304-B:2, IV to read as follows:

IV. A limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in paragraph III, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph III gives written consent to use the name that is not distinguishable from[, or likely to be confused with or mistaken for] the name of the applying limited partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying limited partnership; or

(c) 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.

188:15 Name. Amend the introductory paragraph of RSA 304-C:32, III to read as follows:

III. Except as authorized by paragraph IV, V, or VI, a limited liability company name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or not likely to be confused with or mistaken for]:

188:16 Name. Amend RSA 304-C:32, IV-V to read as follows:

IV. A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or is likely to be confused with or mistaken for] one or more of the names described in paragraph III as determined from review of the records of the secretary of state.

V. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph III gives written consent to use the name that is not distinguishable from[, or likely to be confused with or mistaken for] the name of the applying limited liability company; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying limited liability company; or

(c) 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.

188:17 Names. Amend the introductory paragraph of RSA 304-C:177, I(e) to read as follows:

(e) Except as authorized by subparagraphs I(f) and (g), a foreign limited liability company name or a fictitious name used by a foreign limited liability company, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:18 Names. Amend RSA 304-C:177, I(f) to read as follows:

(f) A foreign limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in subparagraph I(e), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) [The entity with the name as described in subparagraph I(e) gives written consent to the applicant to use the name that is likely to be confused with or mistaken for its name; or

(2)] The entity with the name as described in subparagraph I(e) gives written consent to the applicant to use the name that is not distinguishable from or is the same as its name and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, the name of the applicant; or

[(3)] (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.

188:19 Name. Amend the introductory paragraph of RSA 305-A:2-e, I to read as follows:

I. Except as authorized by paragraphs II and III, a foreign partnership name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:20 Name. Amend RSA 305-A:2-e, II to read as follows:

II. A foreign partnership may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in paragraph I, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(a) The holder or holders of the name as described in paragraph I gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying foreign partnership; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying foreign partnership; or

(c) 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.

188:21 Trade Name. Amend the introductory paragraph of RSA 349:1, IV(a) to read as follows:

IV.(a) Except as authorized by subparagraphs (b) and (c), a trade name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as[, or likely to be confused with or mistaken for]:

188:22 Trade Name. Amend RSA 349:1, IV(b) to read as follows:

(b) An applicant may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, [or likely to be confused with or mistaken for] one or more of the names described in subparagraph (a), as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:

(1) The holder or holders of the name as described in subparagraph (a) gives written consent to use the name that is not distinguishable from [or likely to be confused with or mistaken for] the name of the applying trade name; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or

(2) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, [or likely to be confused with or mistaken for] the name of the applying trade name; or

(3) 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.

188:23 Effective Date. This act shall take effect January 1, 2016.

Approved: July 6, 2015

Effective Date: January 1, 2016