§ 55D-22. Names of foreign entities.

428 words·~2 min read·/nc/chapter-55d/55d-22

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

(a)If the name of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership does not satisfy the requirements of G.S. 55D-20 and G.S. 55D-21, then to obtain or maintain a certificate of authority to transact business or conduct affairs in this State or a statement of foreign registration in this State, the entity may:

(1)If a foreign corporation or foreign nonprofit corporation, add the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." to its corporate name for use in this State;

(2)If a foreign limited liability company, add the words "limited liability company", or the abbreviation "L.L.C.", or "LLC", or the combination "ltd. liability co.", "limited liability co.", or "ltd. liability company" to its name for use in this State if the addition will cause the name to satisfy the requirements of G.S. 55D-20 and G.S. 55D-21;

(3)If a foreign limited partnership that is not a foreign limited liability limited partnership, add the words "limited partnership" or the abbreviation "L.P." or "LP", or the combination "ltd. partnership";

(4)If a foreign limited partnership that is a foreign limited liability limited partnership, add the words "registered limited liability limited partnership" or "limited liability limited partnership" or the abbreviation "L.L.L.P.", "R.L.L.L.P.", "LLLP", or "RLLLP";

(5)If a foreign limited liability partnership, add the words "registered limited liability partnership", or "limited liability partnership" or the abbreviation "L.L.P.", "R.L.L.P.", "LLP", or "RLLP"; or

(6)Use a fictitious name, which includes one or more of the words, abbreviations, or combinations in subdivisions

(1)through

(5)of this subsection if applicable, to transact business or conduct affairs in this State if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution adopting the fictitious name.

(b)If a foreign corporation, foreign nonprofit corporation, foreign limited liability company, or foreign limited partnership authorized to transact business or conduct affairs in this State, or a foreign limited liability partnership maintaining a statement of foreign registration, changes its name to one that does not satisfy the requirements of this Article, it may not transact business or conduct affairs in this State under the changed name until it adopts a name satisfying the requirements of this Article and obtains an amended certificate of authority or statement of foreign registration under G.S. 55-15-04, 55A-15-04, 57D-7-04, 59-91, or 59-905, as applicable. (2001-358, s. 15; 2001-387, ss. 164, 173, 175(a); 2001-413, s. 6; 2013-157, s. 13.)