HLS 15RS-545 ENGROSSED
2015 Regular Session
HOUSE BILL NO. 394
BY REPRESENTATIVE MILLER
Prefiled pursuant to Article III, Section 2(A)(4)(b)(i) of the Constitution of Louisiana.
TRADEMARKS/TRADE NAMES: Provides relative to names of business entities, trade
names, trademarks, and service marks
1 AN ACT
2To amend and reenact R.S. 12:204(B)(introductory paragraph), 204.1(A), 303(A),
3 1306(A)(3) and (4), and 1307(B)(2) and R.S. 51:213(B)(2), to enact R.S. 9:3401(C)
4 and R.S. 12:1-401(A)(3)(e), 204(G), and 1306(A)(5), and to repeal R.S.
5 12:1307(B)(3), relative to names of business entities, trade names, trademarks, and
6 service marks; to provide an application process to specify partnership and nonprofit
7 corporate names with the secretary of state; to provide for a reservation period of the
8 specified name; to provide for the right to transfer specified partnership and
9 nonprofit corporate names; to amend the reservation period for specified names of
10 limited liability companies; to prohibit the inclusion of certain language in the names
11 of business entities generally; to include partnerships as a business entity for which
12 names are required to be distinguishable; to amend the reservation period for
13 specified trade names, trademarks, or service marks; to repeal the assessed fee
14 relative to reserving a trade name, trademark, or service mark; to provide for
15 technical corrections; and to provide for related matters.
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1Be it enacted by the Legislature of Louisiana:
2 Section 1. R.S. 9:3401(C) is hereby enacted to read as follows:
3 §3401. Central registry; creation
4 * * *
5 C.(1) A person may reserve a specified partnership name by filing a signed
6 application with the secretary of state.
7 (2) If the secretary of state finds that the name is available for use by a
8 partnership, he shall reserve the name for the exclusive use of the applicant for a
9 nonrenewable period of one hundred twenty days.
10 (3) The exclusive right to use a reserved name may be transferred to another
11 person or partnership by filing with the secretary of state a notice of the transfer that
12 specifies the name and address of the transferee and is signed by the applicant for
13 whom the name was reserved.
14 Section 2. R.S. 12:204(B)(introductory paragraph), 204.1(A), 303(A), 1306(A)(3)
15and (4), and 1307(B)(2) are hereby amended and reenacted and R.S. 12:1-401(A)(3)(e),
16204(G), and 1306(A)(5) are hereby enacted to read as follows:
17 §1-401. Corporate name
18 A.
19 * * *
20 (3) A corporate name may not contain any of the following:
21 * * *
22 (e) Any language that consists of or comprises immoral, deceptive, or
23 scandalous matter.
24 * * *
25 §204. Corporate name
26 * * *
27 B. As used in this Subsection, the term "corporation" includes nonprofit
28 corporations, business corporations, and foreign corporations. The corporate name
29 shall be distinguishable from a name reserved pursuant to R.S. 12:23(G) and shall
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HB NO. 394
1 be distinguishable from the name of any other corporation, limited liability company,
2 partnership, or trade name registered with the secretary of state unless any of the
3 following Paragraphs applies apply:
4 * * *
5 G.(1) A person may reserve a specified name for a nonprofit corporation by
6 filing a signed application with the secretary of state.
7 (2) If the secretary of state finds that the name is available for use by a
8 nonprofit corporation, he shall reserve the name for the exclusive use of the applicant
9 for a nonrenewable period of one hundred twenty days.
10 (3) The exclusive right to use a reserved name may be transferred to another
11 person or nonprofit corporation by filing with the secretary of state a notice of the
12 transfer that specifies the name and address of the transferee and is signed by the
13 applicant for whom the name was reserved.
14 §204.1. Corporate name restrictions
15 A.(1) Except as provided in this Section, the corporate name of a nonprofit
16 corporation or organization shall not contain the name of any public park,
17 playground, or other public facility together with the word "benefit", "benevolent",
18 "endowment", "philanthropic", "foundation", or "fund". Nor shall a nonprofit
19 corporation or organization deceptively or falsely imply or otherwise suggest that the
20 corporation or organization is organized for the financial benefit of a park,
21 playground, or other public facility unless the articles of incorporation provide that
22 the revenues of such corporation or organization are dedicated to the exclusive or
23 sole benefit of such park, playground, or other public facility and the governing
24 authority of the governmental entity that owns or operates the park, playground, or
25 public facility, by written consent, agrees to the corporate use of the name of the
26 park, playground, or public facility.
27 (2) The corporate name of a nonprofit corporation or organization shall not
28 consist of or comprise immoral, deceptive, or scandalous matter.
29 * * *
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1 §303. Name of authorized foreign corporation
2 A. No certificate of authority shall hereafter be issued to a foreign
3 corporation unless its corporate name:
4 (1) Contains the word "Corporation", "Incorporated" or "Limited," or an
5 abbreviation of any of these words, or the word "Company" or the abbreviation "Co."
6 if not immediately preceded by "and" or "&", or unless the corporation shall, for use
7 in this state, add at the end of its name one of such words or abbreviations;.
8 (2) Does not contain any word or phrase which indicates or implies that it
9 is organized for any purpose other than one or more of the purposes contained in its
10 articles or certificate of incorporation, or that it is authorized or empowered to
11 conduct the business of banking, insurance underwriting or operating a homestead
12 or building and loan association, or to engage in the practice of law; and .
13 (3) Is not, subject to the exceptions provided in R.S. 12:23(B), the same as
14 or nondistinguishable from the name of any business or nonprofit corporation
15 organized under the laws of this state or of any foreign corporation authorized to
16 transact business in this state, a trade name registered with the secretary of state or
17 a name the exclusive right to which is, at the time, reserved in the manner provided
18 in Chapter 1 of this Title. In order to obviate this objection, a corporation may add
19 some distinguishing term to its name for use in this state. No corporation shall
20 include the phrase "doing business as" or the abbreviation "d/b/a" as part of the
21 distinguishing term.
22 (4) Does not contain any word or phrase which consists of or comprises
23 immoral, deceptive, or scandalous matter.
24 * * *
25 §1306. Name
26 A. The name of each limited liability company as set forth in its articles of
27 organization:
28 * * *
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1 (3) Shall not contain any word or phrase which consists of or comprises
2 immoral, deceptive, or scandalous matter.
3 (3)(4) Shall be distinguishable from the name of any corporation or other
4 limited liability company organized under the laws of this state, any foreign
5 corporation or limited liability company registered or qualified to do business in this
6 state, any name which is reserved under R.S. 12:1307 or R.S. 12:23(G), or any trade
7 name registered with the secretary of state, unless any of the following Paragraphs
8 apply:
9 (a) The corporation or other limited liability company is about to change its
10 name, to cease doing business, or is being liquidated, or, if a foreign corporation or
11 limited liability company, is about to withdraw from doing business in this state, and
12 the written consent of the corporation or other limited liability company to the
13 adoption of its name or a nondistinguishable name has been given and is filed with
14 the articles of organization.
15 (b) The corporation or other limited liability company has theretofore been
16 authorized to do business in this state for more than two years and has never actively
17 engaged in business in this state. The failure of a domestic or foreign corporation
18 to file a Louisiana corporate franchise tax return for two consecutive years shall
19 constitute prima facie evidence that it has not actively engaged in business in this
20 state during such period.
21 (c) The corporation or other limited liability company has failed to pay the
22 taxes due by it to the state for the preceding five consecutive years.
23 (d) The corporation, if it is a foreign corporation, has not been authorized to
24 do business in the state and has not filed a Louisiana corporate franchise tax return
25 for two consecutive years.
26 (e) The charter of the corporation has been revoked by the secretary of state
27 and that corporation has not filed a Louisiana corporate franchise tax return for two
28 consecutive years.
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1 (f) The other corporation or limited liability company filed for dissolution
2 or withdrawal prior to the preceding five years and has not received the tax
3 clearances required for final dissolution or withdrawal.
4 (4)(5) Shall not imply that the company is an administrative agency of any
5 parish or of this state or of the United States.
6 * * *
7 §1307. Reservation of name; transfer of reserved name
8 * * *
9 B.
10 * * *
11 (2) If the secretary of state finds that the name is available for use by a
12 limited liability company, he shall reserve the name for the exclusive use of the
13 applicant for sixty days or such shorter period as may be requested a nonrenewable
14 period of one hundred twenty days.
15 * * *
16 Section 3. R.S. 51:213(B)(2) is hereby amended and reenacted to read as follows:
17 §213. Powers of the secretary of state; reservation of trade names, trademarks, and
18 service marks
19 * * *
20 B.
21 * * *
22 (2) Application to reserve a trade name, trademark, or service mark shall be
23 filed with the secretary of state. If the secretary of state finds that the trade name,
24 trademark, or service mark is available for use, he shall reserve the trade name,
25 trademark, or service mark for the exclusive use of the applicant for a period of sixty
26 days or such shorter period as may be requested nonrenewable period of one hundred
27 twenty days. When a trade name, trademark, or service mark is reserved as herein
28 provided, the person, firm, corporation, association, partnership, or other entity
29 making such reservation shall pay to the secretary of state, for the use and benefit of
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1 the state, a fee of five dollars as a condition of such reservation. The secretary of
2 state may, for good cause shown, extend the reservation for an additional period of
3 not more than thirty days. Not more than two such extensions shall be granted.
4 * * *
5 Section 4. R.S. 12:1307(B)(3) is hereby repealed in its entirety.
6 Section 5. This Act shall become effective on October 5, 2015.
DIGEST
The digest printed below was prepared by House Legislative Services. It constitutes no part
of the legislative instrument. The keyword, one-liner, abstract, and digest do not constitute
part of the law or proof or indicia of legislative intent. [R.S. 1:13(B) and 24:177(E)]
HB 394 Engrossed 2015 Regular Session Miller
Abstract: Makes changes to reservations of names and name requirements for business
entities, trade names, trademarks, and service marks.
Proposed law authorizes persons to specify names of partnerships and nonprofit corporations
by filing a signed application with the secretary of state.
Proposed law requires the secretary of state to reserve specified names of partnerships and
nonprofit corporations available for use for a nonrenewable period of 120 days.
Proposed law provides the right to transfer specified, reserved names to a transferee through
a signed application with the secretary of state.
Proposed law prohibits names of corporations generally, foreign corporations, and limited
liability companies from containing language that consists of or comprises immoral,
deceptive, or scandalous matter.
Present law requires the secretary of state to reserve a specified name available for use for
a domestic or foreign limited liability company for 60 days or less as may be requested by
the applicant. Present law authorizes the secretary of state to extend the reservation, not
more than twice, for an additional 30 days for good cause shown. Proposed law repeals the
extension and reservation periods of present law and requires a nonrenewable reservation
period of 120 days.
Present law requires the secretary of state to reserve a specified trade name, trademark, or
service mark available for use for 60 days or less as may be requested by the applicant.
Present law authorizes the secretary of state to extend the reservation, not more than twice,
for an additional 30 days for good cause shown. Proposed law repeals the extension and
reservation periods of present law and requires a nonrenewable reservation period of 120
days.
Present law requires a $5 reservation fee to be paid to the secretary of state by the person,
firm, corporation, association, partnership, or other entity making the reservation for a trade
name, trademark, or service mark. Proposed law repeals present law.
(Amends R.S. 12:204(B)(intro. para.), 204.1(A), 303(A), 1306(A)(3) and (4), and
1307(B)(2) and R.S. 51:213(B)(2); Adds R.S. 9:3401(C), R.S. 12:1-401(A)(3)(e), 204(G),
and 1306(A)(5); Repeals R.S. 12:1307(B)(3))
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