Montana Code 35-2-305. Corporate name
35-2-305. Corporate name. (1) (a) corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by 35-2-117 and its articles of incorporation.
Terms Used In Montana Code 35-2-305
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Entity: includes :
(a)a corporation and foreign corporation;
(b)a business corporation and foreign business corporation;
(c)a profit and nonprofit unincorporated association;
(d)a corporation sole;
(e)a business trust, an estate, a partnership, a trust, and two or more persons having a joint or common economic interest; and
(f)a state, the United States, and a foreign government. See Montana Code 35-2-114
- in writing: means :
(a)with respect to internal communications, any record in tangible or electronic form or any form allowed under Title 30, chapter 18, part 1; and
(b)with respect to external communications, tangible records or any form authorized by the external party. See Montana Code 35-2-114
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under 35-2-439(2) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. See Montana Code 35-2-114
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
(b)A corporate name may not contain business name identifiers, as defined in 30-13-201, or other language that states or implies that the corporation is an entity other than a nonprofit corporation.
(2)Except as authorized by subsections (3) and (4), a corporate name must be distinguishable in the records of the secretary of state from:
(a)the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state;
(b)a corporate name reserved or registered under Title 35, chapter 1, 35-2-306, or 35-2-307;
(c)the fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable;
(d)the corporate name of a domestic business or nonprofit corporation that has been dissolved, but only distinguishable for a period of 120 days after the effective date of the dissolution; or
(e)any assumed business name, limited partnership name, limited liability company name, trademark, or service mark registered or reserved with the secretary of state.
(3)A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable in the secretary of state’s records from one or more of the names described in subsection (2). The secretary of state shall authorize use of the name applied for if:
(a)the other corporation 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 in the records of the secretary of state from the name of the applying corporation; or
(b)the applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.
(4)A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation:
(a)has merged with the other corporation;
(b)has been formed by reorganization of the other corporation; or
(c)has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(5)This chapter does not control the use of fictitious names.