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7 LONG TITLE
8 General Description:
9 This bill modifies provisions related to business names.
10 Highlighted Provisions:
11 This bill:
12 ▸ prohibits the use of 911 in:
13 • a nonprofit corporation's name;
14 • a corporation's name;
15 • a professional corporation's name;
16 • an assumed name;
17 • a limited liability partnership's name;
18 • a limited partnership's name; or
19 • a limited liability company's name;
20 ▸ defines terms;
21 ▸ prohibits a person from using 911 in the person's name with the purpose to deceive
22 the public that the person operates or represents emergency services;
23 ▸ creates penalties for a person who uses 911 in the person's name with the purpose to
24 deceive the public that the person operates or represents emergency services; and
25 ▸ makes technical and conforming changes.
26 Money Appropriated in this Bill:
27 None
28 Other Special Clauses:
29 None
30 Utah Code Sections Affected:
31 AMENDS:
32 16-6a-401, as last amended by Laws of Utah 2010, Chapter 218
33 16-10a-401, as last amended by Laws of Utah 2011, Chapter 353
34 16-11-16, as last amended by Laws of Utah 2011, Chapter 353
35 26-23-6, as last amended by Laws of Utah 2021, Chapter 437
36 42-2-6.6, as last amended by Laws of Utah 2015, Chapter 240
37 48-1d-1105, as enacted by Laws of Utah 2013, Chapter 412
38 48-2e-108, as enacted by Laws of Utah 2013, Chapter 412
39 48-3a-108, as last amended by Laws of Utah 2015, Chapter 227
40 ENACTS:
41 26-8a-502.1, Utah Code Annotated 1953
42
43 Be it enacted by the Legislature of the state of Utah:
44 Section 1. Section 16-6a-401 is amended to read:
45 16-6a-401. Corporate name.
46 (1) The corporate name of a nonprofit corporation:
47 (a) may, but need not contain:
48 (i) the word "corporation," "incorporated," or "company"; or
49 (ii) an abbreviation of "corporation," "incorporated," or "company";
50 (b) may not contain:
51 (i) any word or phrase that indicates or implies that [
52 organized for [
53 other than that permitted by:
54 (A) Section 16-6a-301; and [
55 (B) the nonprofit corporation's articles of incorporation; or
56 (ii) for a nonprofit corporation that changes the nonprofit corporation's name or is
57 incorporated in or authorized to do business in the state on or after May 4, 2022, the number
58 sequence "911";
59 (c) except as authorized by the division under Subsection (2), shall be distinguishable,
60 as defined in Section 16-10a-401, from:
61 (i) the name of any domestic corporation incorporated in this state;
62 (ii) the name of any foreign corporation authorized to conduct affairs in this state;
63 (iii) the name of any domestic nonprofit corporation incorporated in this state;
64 (iv) the name of any foreign nonprofit corporation authorized to conduct affairs in this
65 state;
66 (v) the name of any domestic limited liability company formed in this state;
67 (vi) the name of any foreign limited liability company authorized to conduct affairs in
68 this state;
69 (vii) the name of any limited partnership formed or authorized to conduct affairs in this
70 state;
71 (viii) any name that is reserved under Section 16-6a-402 or 16-10a-402;
72 (ix) the name of any entity that has registered [
73 42-2-5;
74 (x) the name of any trademark or service mark registered by the division; or
75 (xi) any assumed name filed under Section 42-2-5;
76 (d) shall be, for purposes of recordation, either translated into English or transliterated
77 into letters of the English alphabet if [
78 (e) without the written consent of the United States Olympic Committee, may not
79 contain the words:
80 (i) "Olympic";
81 (ii) "Olympiad"; or
82 (iii) "Citius Altius Fortius"; and
83 (f) without the written consent of the Division of Consumer Protection issued in
84 accordance with Section 13-34-114, may not contain the words:
85 (i) "university";
86 (ii) "college"; or
87 (iii) "institute" or "institution."
88 (2) The division may authorize the use of the name applied for if:
89 (a) the name is distinguishable from one or more of the names and trademarks
90 described in Subsection (1)(c) that are on the division's records; or
91 (b) if the applicant delivers to the division a certified copy of the final judgment of a
92 court of competent jurisdiction establishing the applicant's right to use the name applied for in
93 this state registered or reserved with the division pursuant to the laws of this state.
94 (3) A nonprofit corporation may use the name of another domestic or foreign
95 corporation that is used in this state if:
96 (a) the other corporation is incorporated or authorized to conduct affairs in this state;
97 and
98 (b) the proposed user corporation:
99 (i) has merged with the other corporation;
100 (ii) has been formed by reorganization of the other corporation; or
101 (iii) has acquired all or substantially all of the assets, including the corporate name, of
102 the other corporation.
103 (4) (a) A nonprofit corporation may apply to the division for authorization to file [
104 the nonprofit corporation's articles of incorporation under, or to register or reserve, a name that
105 is not distinguishable upon the division's records from one or more of the names described in
106 Subsection (1).
107 (b) The division shall approve the application filed under Subsection (4)(a) if:
108 (i) the other person whose name is not distinguishable from the name under which the
109 applicant desires to file, or which the applicant desires to register or reserve:
110 (A) consents to the filing, registration, or reservation in writing; and
111 (B) submits an undertaking in a form satisfactory to the division to change [
112 person's name to a name that is distinguishable from the name of the applicant; or
113 (ii) the applicant delivers to the division a certified copy of the final judgment of a
114 court of competent jurisdiction establishing the applicant's right to make the requested filing in
115 this state under the name applied for.
116 (5) Only names of corporations may contain the:
117 (a) words "corporation," or "incorporated"; or
118 (b) abbreviation "corp." or "inc."
119 (6) The division may not issue a certificate of incorporation to any association violating
120 the provisions of this section.
121 Section 2. Section 16-10a-401 is amended to read:
122 16-10a-401. Corporate name.
123 (1) The name of a corporation:
124 (a) except for the name of a depository institution as defined in Section 7-1-103, shall
125 contain:
126 (i) the word:
127 (A) "corporation";
128 (B) "incorporated"; or
129 (C) "company";
130 (ii) the abbreviation:
131 (A) "corp.";
132 (B) "inc."; or
133 (C) "co."; or
134 (iii) words or abbreviations of like import to the words or abbreviations listed in
135 Subsections (1)(a)(i) and (ii) in another language;
136 (b) may not contain:
137 (i) language stating or implying that the corporation is organized for a purpose other
138 than that permitted by:
139 [
140 [
141 (ii) for a corporation that changes the corporation's name or is incorporated in or
142 authorized to do business in the state on or after May 4, 2022, the number sequence "911";
143 (c) without the written consent of the United States Olympic Committee, may not
144 contain the words:
145 (i) "Olympic";
146 (ii) "Olympiad"; or
147 (iii) "Citius Altius Fortius"; and
148 (d) without the written consent of the Division of Consumer Protection issued in
149 accordance with Section 13-34-114, may not contain the words:
150 (i) "university";
151 (ii) "college"; or
152 (iii) "institute" or "institution."
153 (2) Except as authorized by Subsections (3) and (4), the name of a corporation shall be
154 distinguishable, as defined in Subsection (5), upon the records of the division from:
155 (a) the name of any domestic corporation incorporated in or foreign corporation
156 authorized to transact business in this state;
157 (b) the name of any domestic or foreign nonprofit corporation incorporated or
158 authorized to transact business in this state;
159 (c) the name of any domestic or foreign limited liability company formed or authorized
160 to transact business in this state;
161 (d) the name of any limited partnership formed or authorized to transact business in
162 this state;
163 (e) any name reserved or registered with the division for a corporation, limited liability
164 company, or general or limited partnership, under the laws of this state; and
165 (f) any business name, fictitious name, assumed name, trademark, or service mark
166 registered by the division.
167 (3) (a) A corporation may apply to the division for authorization to file [
168 corporation's articles of incorporation under, or to register or reserve, a name that is not
169 distinguishable upon [
170 Subsection (2).
171 (b) The division shall approve the application filed under Subsection (3)(a) if:
172 (i) the other person whose name is not distinguishable from the name under which the
173 applicant desires to file, or which the applicant desires to register or reserve:
174 (A) consents to the filing, registration, or reservation in writing; and
175 (B) submits an undertaking in a form satisfactory to the division to change [
176 person's name to a name that is distinguishable from the name of the applicant; or
177 (ii) the applicant delivers to the division a certified copy of the final judgment of a
178 court of competent jurisdiction establishing the applicant's right to make the requested filing in
179 this state under the name applied for.
180 (4) A corporation may make a filing under the name, including the fictitious name, of
181 another domestic or foreign corporation that is used or registered in this state if:
182 (a) the other corporation is incorporated or authorized to transact business in this state;
183 and
184 (b) the filing corporation:
185 (i) has merged with the other corporation; or
186 (ii) has been formed by reorganization of the other corporation.
187 (5) (a) A name is distinguishable from other names, trademarks, and service marks on
188 the records of the division if [
189 (i) contains one or more different letters or numerals; or
190 (ii) has a different sequence of letters or numerals from the other names on the
191 division's records.
192 (b) Differences which are not distinguishing are:
193 (i) the words or abbreviations of the words:
194 (A) "corporation";
195 (B) "company";
196 (C) "incorporated";
197 (D) "limited partnership";
198 (E) "L.P.";
199 (F) "limited";
200 (G) "limited liability company";
201 (H) "limited company";
202 (I) "L.C."; or
203 (J) "L.L.C.";
204 (ii) the presence or absence of the words or symbols of the words "the," "and," or "a";
205 (iii) differences in punctuation and special characters;
206 (iv) differences in capitalization;
207 (v) differences between singular and plural forms of words for a corporation:
208 (A) incorporated in or authorized to do business in this state on or after May 4, 1998;
209 or
210 (B) that changes [
211 (vi) differences in whether the letters or numbers immediately follow each other or are
212 separated by one or more spaces if:
213 (A) the sequence of letters or numbers is identical; and
214 (B) the corporation:
215 (I) is incorporated in or authorized to do business in this state on or after May 3, 1999;
216 or
217 (II) changes [
218 (vii) differences in abbreviations, for a corporation:
219 (A) incorporated in or authorized to do business in this state on or after May 1, 2000;
220 or
221 (B) that changes [
222 (c) The director of the division has the power and authority reasonably necessary to
223 interpret and efficiently administer this section and to perform the duties imposed on the
224 division by this section.
225 (6) A name that implies that the corporation is an agency of this state or of any of [
226 the state's political subdivisions, if [
227 agency or subdivision, may not be approved for filing by the division.
228 (7) (a) The requirements of Subsection (1)(d) do not apply to a corporation
229 incorporated in or authorized to do business in this state on or before May 4, 1998, until
230 December 31, 1998.
231 (b) On or after January 1, 1999, any corporation incorporated in or authorized to do
232 business in this state shall comply with the requirements of Subsection (1)(d).
233 Section 3. Section 16-11-16 is amended to read:
234 16-11-16. Corporate name.
235 (1) The name of each professional corporation as set forth in [
236 corporation's articles of incorporation:
237 (a) shall contain the terms:
238 (i) "professional corporation"; or
239 (ii) "P.C.";
240 (b) may not contain the words:
241 (i) "incorporated"; or
242 (ii) "inc.";
243 (c) may not contain:
244 (i) language stating or implying that the professional corporation is organized for a
245 purpose other than that permitted by:
246 [
247 [
248 (ii) for a professional corporation that changes the professional corporation's name or is
249 incorporated in or authorized to do business in the state on or after May 4, 2022, the number
250 sequence "911";
251 (d) without the written consent of the United States Olympic Committee, may not
252 contain the words:
253 (i) "Olympic";
254 (ii) "Olympiad"; or
255 (iii) "Citius Altius Fortius"; and
256 (e) without the written consent of the Division of Consumer Protection in accordance
257 with Section 13-34-114, may not contain the words:
258 (i) "university";
259 (ii) "college"; or
260 (iii) "institute" or "institution."
261 (2) The professional corporation may not imply by any word in the name that [
262 professional corporation is an agency of the state or of any of [
263 subdivisions.
264 (3) A person, other than a professional corporation formed or registered under this
265 chapter, may not use in [
266 (a) "professional corporation"; or
267 (b) "P.C."
268 (4) Except as authorized by Subsection (5), the name of the professional corporation
269 shall be distinguishable, as defined in Subsection (6), upon the records of the division from:
270 (a) the name of any domestic corporation incorporated in or foreign corporation
271 authorized to transact business in this state;
272 (b) the name of any domestic or foreign nonprofit corporation incorporated or
273 authorized to transact business in this state;
274 (c) the name of any domestic or foreign limited liability company formed or authorized
275 to transact business in this state;
276 (d) the name of any limited partnership formed or authorized to transact business in
277 this state;
278 (e) any name reserved or registered with the division for a corporation, limited liability
279 company, or general or limited partnership, under the laws of this state; and
280 (f) any business name, fictitious name, assumed name, trademark, or service mark
281 registered by the division.
282 (5) (a) A professional corporation may apply to the division for authorization to file
283 [
284 name that is not distinguishable upon [
285 described in Subsection (4).
286 (b) The division shall approve the application filed under Subsection (5)(a) if:
287 (i) the other person whose name is not distinguishable from the name under which the
288 applicant desires to file, or which the applicant desires to register or reserve:
289 (A) consents to the filing, registration, or reservation in writing; and
290 (B) submits an undertaking in a form satisfactory to the division to change [
291 person's name to a name that is distinguishable from the name of the applicant; or
292 (ii) the applicant delivers to the division a certified copy of the final judgment of a
293 court of competent jurisdiction establishing the applicant's right to make the requested filing in
294 this state under the name applied for.
295 (6) (a) A name is distinguishable from other names, trademarks, and service marks
296 registered with the division if [
297 (i) contains one or more different letters or numerals from other names upon the
298 division's records; or
299 (ii) has a different sequence of letter or numerals from the other names on the division's
300 records.
301 (b) The following differences are not distinguishable:
302 (i) the words or abbreviations of the words:
303 (A) "corporation";
304 (B) "incorporated";
305 (C) "company";
306 (D) "limited partnership";
307 (E) "limited";
308 (F) "L.P.";
309 (G) "limited liability company";
310 (H) "limited company";
311 (I) "L.C."; or
312 (J) "L.L.C.";
313 (ii) the presence or absence of the words or symbols of the words "the," "and," "a," or
314 "plus";
315 (iii) differences in punctuation and special characters;
316 (iv) differences in capitalization; or
317 (v) differences in abbreviations.
318 (7) The director of the division shall have the power and authority reasonably necessary
319 to interpret and efficiently administer this section and to perform the duties imposed upon the
320 division by this section.
321 Section 4. Section 26-8a-502.1 is enacted to read:
322 26-8a-502.1. Prohibition on the use of "911".
323 (1) As used in this section:
324 (a) "Emergency services" means services provided by a person in response to an
325 emergency.
326 (b) "Emergency services" includes:
327 (i) fire protection services;
328 (ii) paramedic services;
329 (iii) law enforcement services;
330 (iv) 911 ambulance or paramedic services, as defined in Section 26-8a-102; and
331 (v) any other emergency services.
332 (2) A person may not use "911" or other similar sequence of numbers in the person's
333 name with the purpose to deceive the public that the person operates or represents emergency
334 services, unless the person is authorized to provide emergency services.
335 (3) A violation of Subsection (2) is:
336 (a) a class C misdemeanor; and
337 (b) subject to a fine of up to $500 per violation.
338 Section 5. Section 26-23-6 is amended to read:
339 26-23-6. Criminal and civil penalties and liability for violations.
340 (1) (a) Any person, association, [
341 officer of a person, an association, or a corporation, who violates any provision of this chapter
342 or lawful orders of the department or a local health department in a criminal proceeding is
343 guilty of a class B misdemeanor for the first violation, and for any subsequent similar violation
344 within two years, is guilty of a class A misdemeanor, except this section does not establish the
345 criminal penalty for a violation of Section 26-23-5.5 or Section 26-8a-502.1.
346 (b) Conviction in a criminal proceeding does not preclude the department or a local
347 health department from assessment of any civil penalty, administrative civil money penalty or
348 to deny, revoke, condition, or refuse to renew a permit, license, or certificate or to seek other
349 injunctive or equitable remedies.
350 (2) (a) Subject to Subsections (2)(c) and (d), any association, [
351
352 any provision of this title or lawful orders of the department or a local health department, or
353 rules adopted under this title by the department:
354 (i) may be assessed, in a judicial civil proceeding, a penalty not to exceed the sum of
355 $5,000 per violation; or
356 (ii) may be assessed, in an administrative action in accordance with Title 63G, Chapter
357 4, Administrative Procedures Act, or similar procedures adopted by local or county
358 government, a penalty not to exceed the sum of $5,000 per violation.
359 (b) Subject to Subsections (2)(c) and (d), an individual who violates any provision of
360 this title or lawful orders of the department or a local health department, or rules adopted under
361 this title by the department:
362 (i) may be assessed, in a judicial civil proceeding, a penalty not to exceed the sum of
363 $150 per violation; or
364 (ii) may be assessed, in an administrative action in accordance with Title 63G, Chapter
365 4, Administrative Procedures Act, or similar procedures adopted by local or county
366 government, a penalty not to exceed the sum of $150 per violation.
367 (c) (i) Except as provided in Subsection (2)(c)(ii), a penalty described in Subsection
368 (2)(a) or (b) may only be assessed against the same individual, association, or corporation one
369 time in a calendar week.
370 (ii) Notwithstanding Subsection (2)(c)(i), an individual, an association, a corporation,
371 or [
372 association or a corporation, who willfully disregards or recklessly violates a provision of this
373 title or lawful orders of the department or a local health department, or rules adopted under this
374 title by the department, may be assessed a penalty as described in Subsection (2)(a) for each
375 day of violation if it is determined that the violation is likely to result in a serious threat to
376 public health.
377 (d) Upon reasonable cause shown in judicial civil proceeding or an administrative
378 action, a penalty imposed under this Subsection (2) may be waived or reduced.
379 (3) Assessment of any civil penalty or administrative penalty does not preclude the
380 department or a local health department from seeking criminal penalties or to deny, revoke,
381 impose conditions on, or refuse to renew a permit, license, or certificate or to seek other
382 injunctive or equitable remedies.
383 (4) In addition to any penalties imposed under Subsection (1), [
384 association, [
385 association, or a corporation, is liable for any expense incurred by the department in removing
386 or abating any health or sanitation violations, including any nuisance, source of filth, cause of
387 sickness, or dead animal.
388 Section 6. Section 42-2-6.6 is amended to read:
389 42-2-6.6. Assumed name.
390 (1) The assumed name:
391 (a) may not contain:
392 (i) any word or phrase that indicates or implies that the business is organized for any
393 purpose other than [
394 application; or
395 (ii) for an assumed name that is changed or approved on or after May 4, 2022, the
396 number sequence "911";
397 (b) shall be distinguishable from any registered name or trademark of record in the
398 offices of the Division of Corporations and Commercial Code, as defined in Subsection
399 16-10a-401(5), except as authorized by the Division of Corporations and Commercial Code
400 pursuant to Subsection (2);
401 (c) without the written consent of the United States Olympic Committee, may not
402 contain the words:
403 (i) "Olympic";
404 (ii) "Olympiad"; or
405 (iii) "Citius Altius Fortius";
406 (d) without the written consent of the Division of Consumer Protection issued in
407 accordance with Section 13-34-114, may not contain the words:
408 (i) "university";
409 (ii) "college"; or
410 (iii) "institute" or "institution"; and
411 (e) an assumed name authorized for use in this state on or after May 1, 2000, may not
412 contain the words:
413 (i) "incorporated";
414 (ii) "inc."; or
415 (iii) a variation of "incorporated" or "inc."
416 (2) Notwithstanding Subsection (1)(e), an assumed name may contain a word listed in
417 Subsection (1)(e) if the Division of Corporations and Commercial Code authorizes the use of
418 the name by a corporation as defined in:
419 (a) Subsection 16-6a-102(26);
420 (b) Subsection 16-6a-102(35);
421 (c) Subsection 16-10a-102(11); or
422 (d) Subsection 16-10a-102(20).
423 (3) The Division of Corporations and Commercial Code shall authorize the use of the
424 name applied for if:
425 (a) the name is distinguishable from one or more of the names and trademarks that are
426 on the division's records; or
427 (b) the applicant delivers to the division a certified copy of the final judgment of a
428 court of competent jurisdiction establishing the applicant's right to use the name applied for in
429 this state.
430 (4) The assumed name, for purposes of recordation, shall be either translated into
431 English or transliterated into letters of the English alphabet if [
432 English.
433 (5) The Division of Corporations and Commercial Code may not approve an
434 application for an assumed name to any person violating this section.
435 (6) The director of the Division of Corporations and Commercial Code shall have the
436 power and authority reasonably necessary to interpret and efficiently administer this section
437 and to perform the duties imposed on the division by this section.
438 (7) A name that implies by any word in the name that [
439 the state or of any of [
440 such a legally established agency, may not be approved for filing by the Division of
441 Corporations and Commercial Code.
442 (8) Section 16-10a-403 applies to this chapter.
443 (9) (a) The requirements of Subsection (1)(d) do not apply to a person who filed a
444 certificate of assumed and of true name with the Division of Corporations and Commercial
445 Code on or before May 4, 1998, until December 31, 1998.
446 (b) On or after January 1, 1999, any person who carries on, conducts, or transacts
447 business in this state under an assumed name shall comply with the requirements of Subsection
448 (1)(d).
449 Section 7. Section 48-1d-1105 is amended to read:
450 48-1d-1105. Permitted names.
451 (1) The name of a partnership that is not a limited liability partnership may not contain
452 the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the
453 abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
454 (2) The name of a limited liability partnership must contain the words "Registered
455 Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP",
456 or "LLP".
457 (3) Except as otherwise provided in Subsection (6), the name of a limited liability
458 partnership and the name under which a foreign limited liability partnership may register to do
459 business in this state must be distinguishable on the records of the division from any:
460 (a) name of an existing person whose formation required the filing of a record by the
461 division;
462 (b) name of a limited liability partnership;
463 (c) name of a person that is registered to do business in this state by the filing of a
464 record by the division;
465 (d) name reserved under Section 48-1d-1106 or other law of this state providing for the
466 reservation of a name by the filing of a record by the division;
467 (e) name registered under Section 48-1d-1107 or other law of this state providing for
468 the registration of a name by the filing of a record by the division; or
469 (f) assumed name registered under Title 42, Chapter 2, Conducting Business Under
470 Assumed Name.
471 (4) If a person consents in a record to the use of [
472 undertaking in a form satisfactory to the division to change [
473 that is distinguishable on the records of the division from any name in any category of names in
474 Subsection (3), the name of the consenting person may be used by the person to which the
475 consent was given.
476 (5) Except as otherwise provided in Subsection (6), in determining whether a name is
477 the same as or not distinguishable on the records of the division from the name of another
478 entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
479 "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
480 association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
481 liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
482 "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
483 liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", or "LLC",
484 "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
485 into account.
486 (6) A person may consent in a record to the use of a name that is not distinguishable on
487 the records of the division from [
488 phrase, or abbreviation indicating the type of person as provided in Subsection (5). In such a
489 case, the person need not change [
490 (7) The division may not approve for filing a name that implies that a limited liability
491 partnership is an agency of this state or any of [
492 limited liability partnership is not actually such a legally established agency or subdivision.
493 (8) The authorization to file a certificate under or to reserve or register a limited
494 liability partnership name as granted by the division does not:
495 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
496 (b) derogate from the common law, the principles of equity, or the statutes of this state
497 or of the United States with respect to the right to acquire and protect names and trademarks; or
498 (c) create an exclusive right in geographic or generic terms contained within a name.
499 (9) The name of a limited liability partnership or foreign limited liability partnership
500 may not contain:
501 (a) the words:
502 (i) "association";
503 (ii) "corporation";
504 (iii) "incorporated";
505 (iv) "limited liability company";
506 (v) "limited company";
507 (vi) "limited partnership"; or
508 (vii) "Ltd.";
509 (b) any word or abbreviation that is of like import to the words listed in Subsection
510 (9)(a);
511 (c) without the written consent of the United States Olympic Committee, the words:
512 (i) "Olympic";
513 (ii) "Olympiad"; or
514 (iii) "Citius Altius Fortius"; [
515 (d) without the written consent of the Division of Consumer Protection issued in
516 accordance with Section 13-34-114 the words:
517 (i) "university";
518 (ii) "college"; or
519 (iii) "institute" or "institution"[
520 (e) for a limited liability partnership that changes the limited liability partnership's
521 name or registers to do business in the state on or after May 4, 2022, the number sequence
522 "911."
523 Section 8. Section 48-2e-108 is amended to read:
524 48-2e-108. Permitted names.
525 (1) The name of a limited partnership may contain the name of any partner.
526 (2) The name of a limited partnership that is not a limited liability limited partnership
527 [
528 not contain the words "limited liability limited partnership" or the abbreviation "L.L.L.P." or
529 "LLLP".
530 (3) The name of a limited liability limited partnership [
531 "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and [
532 not contain the abbreviation "L.P." or "LP".
533 (4) Except as otherwise provided in Subsection (7), the name of a limited partnership,
534 and the name under which a foreign limited partnership may register to do business in this
535 state, [
536 (a) the name of an existing person whose formation required the filing of a record by
537 the division;
538 (b) the name of a limited liability partnership;
539 (c) the name of a person that is registered to do business in this state by the filing of a
540 record by the division;
541 (d) each name reserved under Section 48-2e-109 or other law of this state providing for
542 the reservation of a name by the filing of a record by the division;
543 (e) each name registered under Section 48-2e-110 or other law of this state providing
544 for the registration of a name by the filing of a record by the division; or
545 (f) an assumed name registered under Title 42, Chapter 2, Conducting Business Under
546 Assumed Name.
547 (5) If a person consents in a record to the use of [
548 undertaking in a form satisfactory to the division to change [
549 that is distinguishable on the records of the division from any name in any category of names in
550 Subsection (4), the name of the consenting person may be used by the person to which the
551 consent was given.
552 (6) Except as otherwise provided in Subsection (7), in determining whether a name is
553 the same as or not distinguishable on the records of the division from the name of another
554 entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
555 "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
556 association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
557 liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
558 "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
559 liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC",
560 "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
561 into account.
562 (7) A person may consent in a record to the use of a name that is not distinguishable on
563 the records of the division from [
564 phrase, or abbreviation indicating the type of person as provided in Subsection (6). In such a
565 case, the person [
566 Subsection (5).
567 (8) The division may not approve for filing a name that implies that a limited
568 partnership is an agency of this state or any of [
569 limited partnership is not actually such a legally established agency or subdivision.
570 (9) The authorization to file a certificate under or to reserve or register a limited
571 partnership name as granted by the division does not:
572 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
573 (b) derogate from the common law, the principles of equity, or the statutes of this state
574 or of the United States with respect to the right to acquire and protect names and trademarks; or
575 (c) create an exclusive right in geographic or generic terms contained within a name.
576 (10) The name of a limited partnership or foreign limited partnership may not contain:
577 (a) the words:
578 (i) "association";
579 (ii) "corporation";
580 (iii) "incorporated";
581 (iv) "limited liability company"; or
582 (v) "limited company";
583 (b) any word or abbreviation that is of like import to the words listed in Subsection
584 (10)(a);
585 (c) without the written consent of the United States Olympic Committee, the words:
586 (i) "Olympic";
587 (ii) "Olympiad"; or
588 (iii) "Citius Altius Fortius"; [
589 (d) without the written consent of the Division of Consumer Protection issued in
590 accordance with Section 13-34-114 the words:
591 (i) "university";
592 (ii) "college"; or
593 (iii) "institute" or "institution"[
594 (e) for a limited partnership that changes the limited partnership's name or is formed on
595 or after May 4, 2022, the number sequence "911."
596 Section 9. Section 48-3a-108 is amended to read:
597 48-3a-108. Permitted names.
598 (1) Except as provided in Section 48-3a-1104 or 48-3a-1302, the name of a limited
599 liability company [
600 company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated
601 as "Ltd.", and "company" may be abbreviated as "Co.".
602 (2) Except as authorized by Subsection (3), the name of a company [
603 distinguishable as defined in Subsection (4) upon the records of the division from:
604 (a) the actual name, reserved name, or fictitious or assumed name of any entity
605 registered with the division; or
606 (b) any tradename, trademark, or service mark registered with the division.
607 (3) (a) A company may apply to the division for approval to file [
608 certificate of organization under or to reserve a name that is not distinguishable upon the
609 division's records from one or more of the names described in Subsection (2).
610 (b) The division shall approve the name for which the company applies under
611 Subsection (3)(a) if:
612 (i) the other person whose name is not distinguishable from the name under which the
613 applicant desires to file:
614 (A) consents to the filing in writing; and
615 (B) submits an undertaking in a form satisfactory to the division to change [
616 person's name to a name that is distinguishable from the name of the applicant; or
617 (ii) the applicant delivers to the division a certified copy of the final judgment of a
618 court of competent jurisdiction establishing the applicant's right to use the name in this state.
619 (4) A name is distinguishable from other names, trademarks, and service marks
620 registered with the division if [
621 numerals from other names upon the division's records.
622 (5) The following differences are not distinguishing:
623 (a) the term:
624 (i) "corp.";
625 (ii) "corporation";
626 (iii) "Inc.";
627 (iv) "incorporated";
628 (v) "professional corporation";
629 (vi) "P.C." or "PC";
630 (vii) "professional association";
631 (viii) "P.A." or "PA";
632 (ix) "professional limited liability company";
633 (x) "P.L.L.C." or "PLLC";
634 (xi) "company";
635 (xii) "limited partnership";
636 (xiii) "limited";
637 (xiv) "L.P." or "LP";
638 (xv) "Ltd.";
639 (xvi) "limited liability company";
640 (xvii) "limited company";
641 (xviii) "L.C." or "LC";
642 (xix) "L.L.C." or "LLC";
643 (xx) "registered limited liability partnership";
644 (xxi) "R.L.L.P." or "RLLP";
645 (xxii) "limited liability partnership";
646 (xxiii) "L.L.P." or "LLP";
647 (xxiv) "limited liability limited partnership";
648 (xxv) "L.L.L.P." or "LLLP";
649 (xxvi) "registered limited liability limited partnership"; or
650 (xxvii) "R.L.L.L.P." or "RLLLP";
651 (b) an abbreviation of a word listed in Subsection (5)(a);
652 (c) the presence or absence of the words or symbols of the words "the," "and," "a," or
653 "plus";
654 (d) differences in punctuation and special characters;
655 (e) differences in capitalization; or
656 (f) for a company that is formed in this state on or after May 4, 1998, or registered as a
657 foreign company in this state on or after May 4, 1998, differences in singular and plural forms
658 of words.
659 (6) The division may not approve for filing a name that implies that a limited liability
660 company is an agency of this state or any of [
661 limited liability company is not actually such a legally established agency or subdivision.
662 (7) The authorization to file a certificate under or to reserve or register a limited
663 liability company name as granted by the division does not:
664 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
665 (b) derogate from the common law, the principles of equity, or the statutes of this state
666 or of the United States with respect to the right to acquire and protect names and trademarks; or
667 (c) create an exclusive right in geographic or generic terms contained within a name.
668 (8) The name of a limited liability company or foreign limited liability company may
669 not contain:
670 (a) the term:
671 (i) "association";
672 (ii) "corporation";
673 (iii) "incorporated";
674 (iv) "partnership";
675 (v) "limited partnership"; or
676 (vi) "L.P.";
677 (b) any word or abbreviation that is of like import to the words listed in Subsection
678 (8)(a);
679 (c) without the written consent of the United States Olympic Committee, the words:
680 (i) "Olympic";
681 (ii) "Olympiad"; or
682 (iii) "Citius Altius Fortius"; [
683 (d) without the written consent of the Division of Consumer Protection issued in
684 accordance with Section 13-34-114 the words:
685 (i) "university";
686 (ii) "college"; or
687 (iii) "institute" or "institution"[
688 (e) for a limited liability company that changes the limited liability company's name or
689 is formed on or after May 4, 2022, the number sequence "911."
690 (9) (a) A person, other than a company formed under this chapter or a foreign company
691 authorized to transact business in this state, may not use in [
692 the term:
693 (i) "limited liability company";
694 (ii) "limited company";
695 (iii) "L.L.C.";
696 (iv) "L.C.";
697 (v) "LLC"; or
698 (vi) "LC".
699 (b) Notwithstanding Subsection (2)(a):
700 (i) a foreign corporation whose actual name includes the term "limited" or "Ltd." may
701 use [
702 uses:
703 (A) "corporation" or "corp."; or
704 (B) "incorporated" or "Inc."; and
705 (ii) a limited liability partnership may use in [
706 name the term:
707 (A) "limited liability partnership";
708 (B) "L.L.P."; or
709 (C) "LLP".