Bill Text: VA HB845 | 2012 | Regular Session | Chaptered
Bill Title: Business entities; clarifies that name of entity cannot imply that is another type of business.
Spectrum: Slight Partisan Bill (Republican 2-1)
Status: (Passed) 2012-03-01 - Governor: Acts of Assembly Chapter text (CHAP0063) [HB845 Detail]
Download: Virginia-2012-HB845-Chaptered.html
Be it enacted by the General Assembly of Virginia: 1. That §§13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1054, 13.1-1214, 13.1-1244, 50-73.2, 50-73.24, and 50-73.78 of the Code of Virginia are amended and reenacted as follows: §13.1-630. Corporate name. A. A corporate name shall contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." Such words and their corresponding abbreviations may be used interchangeably for all purposes. B. A corporate name shall not contain: 1. Any language stating or implying that it will transact one of the special kinds of businesses listed in §13.1-620 unless it proposes in fact to engage in such special kind of business; 2. The word "redevelopment" unless the corporation
is organized as an urban redevelopment corporation pursuant to Chapter 190 of
the 1946 Acts of Assembly, as amended; 3. Any word, abbreviation, or combination of characters that states or implies the corporation is a limited liability company or a limited partnership; or 4. Any word or phrase that is prohibited by law for such corporation. C. Except as authorized by subsection D, a corporate name shall be distinguishable upon the records of the Commission from: 1. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth; 2. A corporate name reserved or registered under §13.1-631, 13.1-632, 13.1-830 or 13.1-831; 3. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth; 4. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth; 5. A limited liability company name reserved under § 13.1-1013; 6. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth; 7. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth; 8. A business trust name reserved under §13.1-1215; 9. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth; 10. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth; 11. A limited partnership name reserved under §50-73.3; and 12. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth. D. A domestic corporation may apply to the Commission for authorization to use a name that is not distinguishable upon the Commission's records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in a form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying corporation. E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§59.1-69 et seq.) of Title 59.1, is not affected by this chapter. F. The Commission, in determining whether a corporate name is
distinguishable upon its records from the name of any of the business entities listed
in subsection C, shall not consider any word, phrase, abbreviation, or
designation required or permitted under this section and §13.1-544.1,
subsection A of §13.1-1012, §13.1-1104, §13.1-762. Corporate name of foreign corporation. A. No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such foreign corporation
B. If the corporate name of a foreign corporation does not
satisfy the requirements of 1. The foreign corporation may add the word
"corporation," "incorporated," "company," or
"limited," or the abbreviation "corp.," "inc.,"
"co.," or "ltd.," to its corporate name for use in the
Commonwealth 2. If its real name is unavailable, the foreign corporation may use a designated name that is available, and that satisfies the requirements of §13.1-630, if it informs the Commission of the designated name.
§13.1-829. Corporate name. A. A corporate name shall not contain: 1. Any word or phrase that indicates or implies that it is
organized for the purpose of conducting any business other than a business
which it is authorized to conduct; 2. The word "redevelopment" unless the corporation is organized as an urban redevelopment corporation pursuant to Chapter 190 of the 1946 Acts of Assembly, as amended; 3. Any word, abbreviation, or combination of characters that states or implies the corporation is a limited liability company or a limited partnership; or 4. Any word or phrase that is prohibited by law for such corporation. B. Except as authorized by subsection C, a corporate name shall be distinguishable upon the records of the Commission from: 1. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth; 2. A corporate name reserved or registered under §13.1-631, 13.1-632, 13.1-830 or 13.1-831; 3. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth; 4. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth; 5. A limited liability company name reserved under § 13.1-1013; 6. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth; 7. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth; 8. A business trust name reserved under §13.1-1215; 9. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth; 10. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth; 11. A limited partnership name reserved under §50-73.3; and 12. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth. C. A domestic corporation may apply to the Commission for authorization to use a name that is not distinguishable upon the Commission's records from one or more of the names described in subsection B. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying corporation. D. The use of assumed names or fictitious names, as provided for in Chapter 5 (§59.1-69 et seq.) of Title 59.1, is not affected by this Act. E. The Commission, in determining whether a corporate name is
distinguishable upon its records from the name of any of the business entities
listed in subsection B, shall not consider any word, phrase, abbreviation, or
designation required or permitted under §13.1-544.1, subsection A of §
13.1-630, subsection A of §13.1-1012, §13.1-1104, §13.1-924. Corporate name of foreign corporation. A. No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such foreign corporation
B. If the corporate name of a foreign corporation does not
satisfy the requirements of
§13.1-1012. Name. A. A limited liability company name shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC." B. A limited liability company name shall not contain: 1. 2. Any word or phrase the use of which is prohibited by law for such company. C. Except as authorized by subsection D 1. The name of a domestic limited liability company or a
foreign limited liability company registered to transact business in 2. A limited liability company name reserved under § 13.1-1013; 3. The designated name adopted by a foreign limited liability
company because its real name is unavailable for use in 4. The name of any corporation, whether issuing shares or not
issuing shares, existing under the laws of 5. A corporate name reserved or registered under §13.1-631, 13.1-632, 13.1-830 or 13.1-831; 6. The designated name adopted by a foreign corporation,
whether issuing shares or not issuing shares, because its real name is
unavailable for use in 7. The name of a domestic business trust or a foreign business
trust registered to transact business in 8. A business trust name reserved under §13.1-1215; 9. The designated name adopted by a foreign business trust
because its real name is unavailable for use in 10. The name of a domestic limited partnership or a foreign
limited partnership registered to transact business in 11. A limited partnership name reserved under §50-73.3; and 12. The designated name adopted by a foreign limited
partnership because its real name is unavailable for use in D. A domestic limited liability company may apply to the
Commission for authorization to use a name that is not distinguishable upon its
records from one or more of the names described in subsection C E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§59.1-69 et seq.) of Title 59.1, is not affected by this chapter. F. The Commission, in determining whether a limited liability
company name is distinguishable upon its records from the name of any of the
business entities listed in subsection C, shall not consider any word, phrase,
abbreviation, or designation required or permitted under this section and §
13.1-544.1, subsection A of §13.1-630, §13.1-1104, §13.1-1054. Name. No certificate of registration shall be issued to a foreign limited liability company unless the name of such foreign limited liability company satisfies the requirements of §13.1-1012. If the name of a foreign limited liability company does not satisfy the requirements of §13.1-1012, to obtain or maintain a certificate of registration to transact business in the Commonwealth: 1. The foreign limited liability company may add the words
"limited company" or "limited liability company," or 2. If its real name is unavailable, the foreign limited liability company may use a designated name that is available, and which satisfies the requirements of §13.1-1012, if it informs the Commission of the designated name. §13.1-1214. Name. A. The name of each business trust, as set forth in its articles of trust, may contain the following words: "company," "association," "club," "foundation," "fund," "institute," "society," "union," "syndicate," or "trust," or abbreviations of like import. B. A business trust name shall not contain: 1. 2. Any word or phrase the use of which is prohibited by law for such business trust. C. Except as authorized by subsection D, a business trust name shall be distinguishable upon the records of the Commission from: 1. The name of a domestic business trust or a foreign business
trust registered to transact business in 2. A business trust name reserved under §13.1-1215; 3. The designated name adopted by a foreign business trust
because its real name is unavailable for use in 4. The name of any corporation, whether issuing shares or not
issuing shares, existing under the laws of 5. A corporate name reserved or registered under §13.1-631, 13.1-632, 13.1-830 or 13.1-831; 6. The designated name adopted by a foreign corporation,
whether issuing shares or not issuing shares, because its real name is
unavailable for use in 7. The name of a domestic limited liability company or a
foreign limited liability company registered to transact business in 8. A limited liability company name reserved under § 13.1-1013; 9. The designated name adopted by a foreign limited liability
company because its real name is unavailable for use in 10. The name of a domestic limited partnership or a foreign limited
partnership registered to transact business in 11. A limited partnership name reserved under §50-73.3; and 12. The designated name adopted by a foreign limited
partnership because its real name is unavailable for use in D. A domestic business trust may apply to the Commission for authorization to use a name that is not distinguishable upon its records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other domestic or foreign business trust or other business entity consents to the use in writing and submits an undertaking in form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying business trust. E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§59.1-69 et seq.) of Title 59.1, is not affected by this chapter. F. The Commission, in determining whether a business trust
name is distinguishable upon its records from the name of any of the business
entities listed in subsection C, shall not consider any word, phrase,
abbreviation, or designation required or permitted under §13.1-544.1,
subsection A of §13.1-630, subsection A of §13.1-1012, §13.1-1104, §13.1-1244. Name. A. No certificate of registration shall be issued to a foreign business trust unless the name of such foreign business trust satisfies the requirements of §13.1-1214. B. If §50-73.2. Name.
1. The name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner; 2. Any word, abbreviation, or combination of characters that states or implies the limited partnership is a corporation or a limited liability company; or 3.
D. A domestic limited partnership may apply to the Commission for authorization to use a name that is not distinguishable upon its records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other domestic or foreign limited partnership or other business entity consents to the use in writing and submits an undertaking in a form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying limited partnership. E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§59.1-69 et seq.) of Title 59.1, is not affected by this chapter. F. The Commission, in determining whether the name of a
limited partnership is distinguishable upon its records from the name of any of
the business entities listed in §50-73.24. Liability to third parties. A. Except as provided in subsection D B. A limited partner does not participate in the control of
the business within the meaning of subsection A 1. Being a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation or being a partner of a partnership that is a general partner of the limited partnership; 2. Consulting with and advising a general partner with respect to the business of the limited partnership; 3. Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership; 4. Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership; 5. Requesting or attending a meeting of partners; 6. Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters: a. The dissolution and winding up of the limited partnership; b. The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership; c. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business; d. A change in the nature of the business; e. The admission or removal of a general partner; f. The admission or removal of a limited partner; g. A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners; h. An amendment to the partnership agreement or certificate of limited partnership; or i. Matters related to the business of the limited partnership
not otherwise enumerated in this subsection 7. Winding up the limited partnership pursuant to §50-73.51; or 8. Exercising any right or power permitted to limited partners
under this chapter and not specifically enumerated in this subsection C. The enumeration in subsection B D. A limited partner who knowingly permits his name to be used
in the name of the limited partnership, except under circumstances permitted by
subdivision §50-73.78. Limited partnership as registered limited liability partnership. A. A limited partnership is a registered limited liability partnership as well as a limited partnership if it: 1. Registers as a limited liability partnership as provided in
§50-73.132 of the Virginia Uniform Partnership Act 2. Has a name that either: (i) complies with the requirements
of clause (i) of B. In applying §50-73.132 to a limited partnership, all references to partners mean general partners. C. If a limited partnership is a registered limited liability partnership, §50-73.96 applies to its general partners and to any of its limited partners who, under other provisions of this chapter, are liable for the debts or obligations of the partnership. D. If a limited partnership is a registered limited liability
partnership, except to the extent that the provisions of this section and
Article 9.1 (§50-73.132 et seq.) of Chapter 2.2 2. That the provisions of this act (i) shall be applied prospectively only; (ii) shall not affect the validity of any filing made, or other action taken, prior to the effective date of this act with respect to the name of a corporation, limited liability company, business trust, or limited partnership; and (iii) shall not be construed to require any such corporation, limited liability company, business trust, or limited partnership that was in compliance with applicable laws regarding the propriety of its name prior to the effective date of this act to change its name or take other action to comply with the requirements of this act. |