355.776. Name of foreign corporation.

338 words·~2 min read·/mo/chapter-355/355-776

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

355.776. Name of foreign corporation. — 1. If the corporate name of a foreign corporation does not satisfy the requirements of section 355.146 , the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

2. Except as authorized by subsection 3 of this section and subsection 4 of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state from any domestic corporation existing under any law of this state or any foreign corporation authorized to transact business in this state or its fictitious name if it is required to have one, or any limited partnership existing or transacting business in this state under chapter 359 , or a name the exclusive right to which is, at the time, reserved.

3. A foreign corporation may use in this state 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 transact business in this state and the foreign corporation:

(1)Has merged with the other corporation;

(2)Has been formed by reorganization of the other corporation; or

(3)Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

4. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 355.146 , it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 355.146 and obtains an amended certificate of authority under section 355.766 .

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(L. 1994 H.B. 1095)

Effective 7-01-95