The corporate name:
(1) Shall not contain any word or phrase which indicates or
implies that it is organized for any purpose other than one or
more of the purposes contained in its articles of incorporation.
(2)(a) Except as provided in (b) and (c) of this subsection,
must be distinguishable upon the records of the secretary of
state from:
(i) The corporate name or reserved name of a corporation or
domestic corporation organized or authorized to transact business
under this chapter;
(ii) A corporate name reserved or registered under chapter 23B.04 RCW;
(iii) The fictitious name adopted under RCW 23B.15.060 by a
foreign corporation authorized to transact business in this state
because its real name is unavailable;
(iv) The name or reserved name of a mutual corporation or
miscellaneous corporation incorporated or authorized to do
business under chapter 24.06 RCW;
(v) The name or reserved name of a foreign or domestic
limited partnership formed or registered under chapter 25.10 RCW;
(vi) The name or reserved name of a limited liability
company organized or registered under chapter 25.15 RCW; and
(vii) The name or reserved name of a limited liability
partnership registered under chapter 25.04 RCW.
(b) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
records from one or more of the names described in (a) of this
subsection. The secretary of state shall authorize use of the
name applied for if:
(i) The other corporation, company, holder, limited
liability partnership, or limited partnership consents to the use
in the form of a record and files with the secretary of state
records necessary to change its name or the name reserved or
registered to a name that is distinguishable upon the records of
the secretary of state from the name of the applying corporation;
or
(ii) The applicant delivers to the secretary of state a
certified copy of the final judgment of a court of competent
jurisdiction establishing the applicant's right to use the name
applied for in this state.
(c) A corporation may use the name, including the fictitious
name, of another domestic or foreign corporation, limited
liability company, limited partnership, or limited liability
partnership, that is used in this state if the other entity is
formed or authorized to transact business in this state, and the
proposed user corporation:
(i) Has merged with the other corporation, limited liability
company, or limited partnership; or
(ii) Has been formed by reorganization of the other
corporation.
(3) Shall be transliterated into letters of the English
alphabet, if it is not in English.
(4) Shall not include or end with "incorporated," "company,"
"corporation," "partnership," "limited partnership," or "Ltd.,"
or any abbreviation thereof, but may use "club," "league,"
"association," "services," "committee," "fund," "society,"
"foundation," ". . . . . ., a nonprofit corporation," or any name
of like import.
(5) May only include the term "public benefit" or names of
like import if the corporation has been designated as a public
benefit nonprofit corporation by the secretary in accordance with
this chapter.
(6) A name shall not be considered distinguishable upon the
records of the secretary of state by virtue of:
(a) A variation in any of the following designations for the
same name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability
company," or "limited liability partnership," or the
abbreviations "corp.," "inc.," "co.," "ltd.," "LP," "L.P.,"
"LLP," "L.L.P.," "LLC," or "L.L.C.";
(b) The addition or deletion of an article or conjunction
such as "the" or "and" from the same name;
(c) Punctuation, capitalization, or special characters or
symbols in the same name; or
(d) Use of abbreviation or the plural form of a word in the
same name.
(7) This title does not control the use of assumed business
names or "trade names."
[2004 c 265 § 7; 1998 c 102 § 3; 1994 c 211 § 1305; 1989 c 291 § 10; 1987 c 55 § 39; 1986 c 240 § 6; 1982 c 35 § 76; 1967 c 235 § 10.]
NOTES:
Effective date -- Severability -- 1994 c 211: See RCW 25.15.900 and 25.15.902.
Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.
Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.
Corporate name of foreign corporation: RCW 24.03.315.