Section 181.0401. Corporate name.

 

(1)   General requirements.

(a) The corporate name of a corporation:

1. Shall contain the word “corporation", “incorporated", “company" or “limited" or the abbreviation “corp.", “inc.", “co." or “ltd." or words or abbreviations of like import in another language, except as provided in par. (b) .

2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by s. 181.0301 and its articles of incorporation.

(b) A corporation in existence on January 1, 1999, need not change its name to comply with par. (a) 1.

(2)   Distinguishability.

(a) Except as provided in subs. (3) and (4) , the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:

1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.

2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.

3. A name reserved or registered under this chapter or ch. 178 , 179 , 180 , 183 , 185 , or 193 .

4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1405 (3) or under s. 180.1405 (3) , respectively.

5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.

6. The name of a limited partnership formed under the laws of, or registered in, this state.

7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.

8. The name of a limited liability company organized under the laws of, or registered in, this state.

9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

(b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words “limited partnership", “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.

(3)   Application to use nondistinguishable name. A corporation may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2) . The department shall authorize use of the name applied for if any of the following occurs:

(a) The other corporation or the foreign corporation, limited liability company, stock corporation, limited partnership, limited liability partnership, cooperative association, or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

(b) The applicant delivers to the department 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)   Corporate reorganizations. A corporation may use the name, including the fictitious name, that is used in this state by another domestic or foreign corporation or stock corporation authorized to transact business in this state if the corporation proposing to use the name has done any of the following:

(a) Merged with the other domestic or foreign corporation or stock corporation.

(b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation.

(c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic or foreign corporation or stock corporation.

1997 a. 79 ; 2005 a. 441 .