Iowa Code § 490.1506
Noncomplying name of foreign corporation
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. If the corporate name of a foreign corporation does not satisfy the requirements of section 490.401, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may do either of the following:
a. 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.
b. 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 subsections 3 and 4, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state from all of the following:
a. The corporate name of a corporation incorporated or authorized to transact business in this state.
b. A name reserved, registered, or protected as provided in section 490.402 or 490.403.
c. The fictitious name of another foreign corporation authorized to transact business in this state.
d. The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state.
3. A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation incorporated or authorized to transact business in this state that is not distinguishable upon the secretary of state’s records from the name applied for. The secretary of state shall authorize use of the name applied for if either of the following apply:
a. The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation.
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 foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign 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 has filed documentation satisfactory to the secretary of state of the occurrence of any of the following:
a. The foreign corporation has merged with the other corporation.
b. The foreign corporation has been formed by reorganization of the other corporation.
c. The foreign corporation has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
1. A foreign corporation whose name does not comply with section 490.401 shall not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 490.401 by filing a foreign registration statement under section 490.1503, or if applicable, a transfer of registration statement under section 490.1510, setting forth that alternate name. After registering to do business in this state with an alternate name, a foreign corporation shall do business in this state under any of the following:
a. The alternate name.
b. The foreign corporation’s name, with the addition of its jurisdiction of formation.
2. If a registered foreign corporation changes its name after registration to a name that does not comply with section 490.401, it shall not do business in this state until it complies with subsection 1 by amending its registration statement to adopt an alternate name that complies with section 490.401.
89 Acts, ch 288, §166; 96 Acts, ch 1170, §15; 2006 Acts, ch 1089, §13
89 Acts, ch 288, §166; 96 Acts, ch 1170, §15; 2006 Acts, ch 1089, §13; 2021 Acts, ch 165, §192, 230
Referred to in
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.