SB 93: "An Act relating to the names of businesses and organizations; and providing for an effective date."
00SENATE BILL NO. 93 01 "An Act relating to the names of businesses and organizations; and providing for 02 an effective date." 03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 04 * Section 1. AS 10.06.105(a) is amended to read: 05 (a) A corporate name must [SHALL] contain the word "corporation", 06 "company", "incorporated", or "limited", or an abbreviation of one of these words. 07 The corporate name may not contain a word or phrase that indicates or implies that 08 the corporation is organized for a purpose other than the purpose contained in its 09 articles of incorporation. [THE CORPORATE NAME MAY NOT BE THE SAME 10 AS, OR DECEPTIVELY SIMILAR TO, THE NAME OF A DOMESTIC 11 CORPORATION EXISTING UNDER THE LAWS OF THIS STATE OR A 12 FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN THIS 13 STATE, OR A NAME THAT HAS BEEN RESERVED OR REGISTERED 14 AS PROVIDED IN THIS TITLE.]
01 * Sec. 2. AS 10.06.105 is amended by adding a new subsection to read: 02 (d) A corporate name must be distinguishable on the records of the department 03 from the name of any other organized entity and from a reserved or registered name. 04 The department may adopt regulations to interpret and enforce this subsection. In this 05 subsection, "organized entity" and "reserved or registered name" have the meanings 06 given in AS 10.35.040. 07 * Sec. 3. AS 10.06.115 is amended to read: 08 Sec. 10.06.115. Application to reserve corporate name. Reservation of a 09 corporate name is made by filing an application with the commissioner. If the 10 commissioner finds that the name is available for corporate use under 11 AS 10.06.105(d) [, AND NOT A RESERVED OR REGISTERED BUSINESS NAME 12 AS SET OUT IN AS 10.35], the commissioner shall reserve it for the exclusive use 13 of the applicant for a period of 120 days. 14 * Sec. 4. AS 10.06.125 is amended to read: 15 Sec. 10.06.125. Registration of corporate name. A corporation organized 16 and existing under the laws of a state or territory of the United States may register its 17 corporate name if the name is available for corporate use under AS 10.06.105(d) 18 [NOT THE SAME AS, OR DECEPTIVELY SIMILAR TO, THE NAME OF A 19 DOMESTIC CORPORATION, THE NAME OF A FOREIGN CORPORATION 20 AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE, OR A CORPORATE 21 NAME RESERVED OR REGISTERED UNDER THIS CHAPTER OR A BUSINESS 22 NAME RESERVED OR REGISTERED UNDER AS 10.35]. 23 * Sec. 5. AS 10.06.633(e) is amended to read: 24 (e) A corporation dissolved under this section may be reinstated within two 25 years from the date of the certificate of involuntary dissolution if it is established to 26 the satisfaction of the commissioner that in fact there was no cause for the dissolution, 27 or if the neglect, omission, delinquency, or noncompliance resulting in dissolution has 28 been corrected and payment made of double the amount delinquent along with the 29 amount the corporation would have paid had it not been dissolved during the two-year 30 period. Reinstatement may not be authorized if the name is not available for 31 corporate use under AS 10.06.105(d) [SAME OR A DECEPTIVELY SIMILAR
01 CORPORATE, RESERVED, OR REGISTERED NAME IS CURRENTLY ON FILE 02 WITH THE COMMISSIONER,] unless the corporation being reinstated amends its 03 articles of incorporation to change its name to conform with the provisions of this 04 chapter. 05 * Sec. 6. AS 10.06.720 is amended to read: 06 Sec. 10.06.720. Corporate name of foreign corporation. A certificate of 07 authority may not be issued to a foreign corporation unless the corporate name of the 08 corporation 09 (1) contains the word "corporation", "company", "incorporated", or 10 "limited", or an abbreviation of one of these words, or, for use in this state, adds at the 11 end of its name one of these words or an abbreviation of one of them; 12 (2) does not contain a word or phrase that indicates or implies that it 13 is organized for a purpose other than the purpose contained in its articles of 14 incorporation or that it is authorized or empowered to conduct the business of banking 15 or insurance; 16 (3) does not contain the word "city", "borough", or "village" or 17 otherwise imply that the corporation is a municipality, but the name of a city, borough, 18 or village may be used in the corporate name; 19 (4) is available for corporate use under AS 10.06.105(d) [NOT THE 20 SAME NAME AS, OR DECEPTIVELY SIMILAR TO, THE NAME OF A 21 DOMESTIC CORPORATION EXISTING UNDER THE LAWS OF THIS STATE OR 22 A FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN THIS 23 STATE, OR A NAME THE EXCLUSIVE RIGHT TO WHICH IS RESERVED IN 24 THE MANNER PROVIDED IN THIS TITLE, OR THE NAME OF A 25 CORPORATION THAT HAS IN EFFECT A REGISTRATION OF ITS NAME 26 AS PROVIDED IN THIS CHAPTER]. 27 * Sec. 7. AS 10.13.120(a) is amended to read: 28 (a) The corporate name of a licensee must include the word "BIDCO" or 29 "Bidco" and must be distinguishable on the records of the department from the 30 name of any other organized entity and from a reserved or registered name. 31 ["BIDCO."] A licensee may not transact business under a name other than its
01 corporate name. In this subsection, "organized entity" and "reserved or registered 02 name" have the meanings given in AS 10.35.040. 03 * Sec. 8. AS 10.15 is amended by adding a new section to article 8 to read: 04 Sec. 10.15.578. Distinguishable names. The name of a cooperative 05 association must be distinguishable on the records of the department from the name 06 of any other organized entity and from a reserved or registered name. The department 07 may adopt regulations under AS 44.62 (Administrative Procedure Act ) to interpret or 08 implement this section. In this section, "organized entity" and "reserved or registered 09 name" have the meanings given in AS 10.35.040. 10 * Sec. 9. AS 10.20.021 is repealed and reenacted to read: 11 Sec. 10.20.021. Corporate name. (a) The name of a corporation may not 12 contain a word or phrase that indicates or implies that it is organized for a purpose 13 other than one or more of the purposes contained in the articles of incorporation of the 14 corporation. 15 (b) The name of the corporation must be distinguishable on the records of the 16 department from the name of any other organized entity and from a reserved or 17 registered name. The department may adopt regulations under AS 44.62 18 (Administrative Procedure Act) to interpret or implement this subsection. In this 19 subsection, "organized entity" and "reserved or registered name" have the meanings 20 given in AS 10.35.040. 21 * Sec. 10. AS 10.20.470 is amended to read: 22 Sec. 10.20.470. Corporate name of foreign corporation. A certificate of 23 authority may not be issued to a foreign corporation unless the corporate name of the 24 corporation 25 (1) does not contain a word or phrase that [WHICH] indicates or 26 implies that it is organized for any purpose other than the purpose contained in its 27 articles of incorporation; 28 (2) is available for use by the foreign corporation under 29 AS 10.20.021(b) [NOT THE SAME AS, OR DECEPTIVELY SIMILAR TO, THE 30 NAME OF A CORPORATION, WHETHER FOR PROFIT OR NOT FOR PROFIT, 31 EXISTING UNDER THE LAWS OF THIS STATE, OR A FOREIGN
01 CORPORATION, WHETHER FOR PROFIT OR NOT FOR PROFIT, AUTHORIZED 02 TO TRANSACT BUSINESS OR CONDUCT AFFAIRS IN THIS STATE, OR A 03 CORPORATE OR BUSINESS NAME RESERVED OR REGISTERED 04 AS PERMITTED BY THE LAWS OF THIS STATE]. 05 * Sec. 11. AS 10.20.471 is amended to read: 06 Sec. 10.20.471. Assumed corporate name. When a foreign corporation, 07 applying for a certificate of authority, has a name that is not available for use by the 08 foreign corporation under AS 10.20.021(b) [THE SAME AS OR DECEPTIVELY 09 SIMILAR TO THAT OF A CORPORATION OPERATING UNDER THIS 10 CHAPTER], it shall 11 (1) select a name under which it elects to do business in the state; 12 (2) clearly identify on all advertising, contracts , and other legal 13 documents its true corporate name as well as its assumed name. 14 * Sec. 12. AS 10.25.040 is amended to read: 15 Sec. 10.25.040. Name. The name of a cooperative must include the words 16 "electric" or "telephone," as appropriate to its purpose, and "cooperative," and the 17 abbreviation "inc." [THE NAME OF A COOPERATIVE SHALL BE DISTINCT 18 FROM THE NAME OF OTHER COOPERATIVES OR CORPORATIONS 19 ORGANIZED UNDER THE LAWS OF OR AUTHORIZED TO DO BUSINESS IN 20 THIS STATE. THIS SECTION DOES NOT APPLY TO A CORPORATION THAT 21 BECOMES SUBJECT TO THIS CHAPTER BY COMPLIANCE WITH AS 10.25.290 22 AND 10.25.300 OR 10.25.620 AND THAT ELECTS TO RETAIN A CORPORATE 23 NAME THAT DOES NOT COMPLY WITH THIS SECTION.] 24 * Sec. 13. AS 10.25.040 is amended by adding new subsections to read: 25 (b) The name of a cooperative must be distinguishable on the records of the 26 Department of Commerce and Economic Development from the name of any other 27 organized entity and from a reserved or registered name. The Department of 28 Commerce and Economic Development may adopt regulations under AS 44.62 29 (Administrative Procedure Act) to interpret or implement this subsection. 30 (c) The provisions of (a) of this section do not apply to a corporation that 31 becomes subject to this chapter by compliance with AS 10.25.290 and 10.25.300 or
01 10.25.620 and that elects to retain a corporate name that does not comply with (a) of 02 this section. 03 * Sec. 14. AS 10.35.020 is amended to read: 04 Sec. 10.35.020. Application to reserve name. Reservation of a business name 05 is made by filing an application with the commissioner. Upon finding that the name 06 is available for business use, the commissioner shall reserve it for the exclusive use 07 of the applicant for a period of 120 days. A name is not available for business use 08 if the name [WHICH] is not distinguishable on the records of the department 09 under AS 10.35.040(a) [THE SAME AS, OR DECEPTIVELY SIMILAR TO, THE 10 NAME OF A DOMESTIC CORPORATION OR A FOREIGN CORPORATION 11 AUTHORIZED TO TRANSACT BUSINESS IN THE STATE, OR A NAME 12 RESERVED OR REGISTERED UNDER THIS TITLE] or gives the impression that 13 the business is incorporated. 14 * Sec. 15. AS 10.35.020 is amended by adding a new subsection to read: 15 (b) The department may adopt regulations under AS 44.62 (Administrative 16 Procedure Act) to interpret or implement this section. 17 * Sec. 16. AS 10.35.040 is repealed and reenacted to read: 18 Sec. 10.35.040. Registration of name. (a) A person conducting a business 19 may register its name if the name is distinguishable on the records of the department 20 from the name of any other organized entity and from a reserved or registered name. 21 In this subsection, 22 (1) "organized entity" means 23 (A) a corporation under AS 10.06; 24 (B) a foreign corporation authorized under AS 10.06 to transact 25 business in this state; 26 (C) a BIDCO licensed under AS 10.13; 27 (D) a cooperative organized under AS 10.15; 28 (E) a foreign cooperative under AS 10.15 that is authorized 29 under AS 10.06 to do business in this state; 30 (F) a nonprofit corporation organized under AS 10.20; 31 (G) a nonprofit foreign corporation authorized under AS 10.20
01 to transact business in this state; 02 (H) a cooperative organized under AS 10.25; 03 (I) a religious corporation formed under AS 10.40; 04 (J) a professional corporation organized under AS 10.45; 05 (K) a limited liability company organized under AS 10.50; 06 (L) a foreign limited liability company registered under 07 AS 10.50; 08 (M) a registered limited liability partnership under AS 32.05; 09 (N) a foreign limited liability partnership registered under 10 AS 32.05; 11 (O) a limited partnership formed under AS 32.11; or 12 (P) a foreign limited partnership registered under AS 32.1l; 13 (2) "reserved or registered name" means a name reserved or registered 14 under this chapter, AS 10.06, AS 10.50, AS 32.05, or AS 32.11. 15 (b) Registration of a name gives the exclusive right to the use of the name, 16 and the person who has registered the name may enjoin the use of the same name or 17 a deceptively similar name and has a cause of action for damages against anyone who 18 uses the same name or a deceptively similar name. 19 (c) The department may adopt regulations under AS 44.62 (Administrative 20 Procedure Act) to interpret or implement (a) of this section. 21 * Sec. 17. AS 10.35.500 is amended by adding a new paragraph to read: 22 (3) "department" means the Department of Commerce and Economic 23 Development. 24 * Sec. 18. AS 10.45.120 is amended by adding a new subsection to read: 25 (b) The corporate name of a professional corporation must be distinguishable 26 on the records of the Department of Commerce and Economic Development from the 27 name of any other organized entity and from a reserved or registered name. The 28 Department of Commerce and Economic Development may adopt regulations to 29 interpret and implement this subsection. In this subsection, "organized entity" and 30 "reserved or registered name" have the meanings given in AS 10.35.040. 31 * Sec. 19. AS 10.50.025 is repealed and reenacted to read:
01 Sec. 10.50.025. Distinguishable names. The name of a limited liability 02 company must be distinguishable on the records of the department from the name of 03 any other organized entity and from a reserved or registered name. The department 04 may adopt regulations to interpret and implement this section. In this section, 05 "organized entity" and "reserved or registered name" have the meanings given in 06 AS 10.35.040. 07 * Sec. 20. AS 10.50.035 is amended to read: 08 Sec. 10.50.035. Application to reserve company name. Reservation of a 09 name under AS 10.50.030 is made by filing an application with the department. If the 10 department finds that the name is available for use by a limited liability company [,] 11 and is distinguishable on the records of the department under AS 10.50.025 [NOT 12 A RESERVED OR REGISTERED BUSINESS NAME UNDER AS 10.35 OR THIS 13 CHAPTER], the department shall reserve it for the exclusive use of the applicant for 14 a period of 120 days. 15 * Sec. 21. AS 10.50.040 is amended to read: 16 Sec. 10.50.040. Registration of company name. A limited liability company 17 or a foreign limited liability company may register its name if the name is 18 distinguishable on the records of the department [FROM THE NAMES IDENTIFIED] 19 under AS 10.50.025. 20 * Sec. 22. AS 10.50.408(e) is amended to read: 21 (e) A company dissolved under this section may be reinstated within two years 22 from the date of the certificate of involuntary dissolution if it is established to the 23 satisfaction of the commissioner that in fact there was no cause for the dissolution, or 24 if the delinquency, failure, or misrepresentation resulting in dissolution has been 25 corrected and payment made of double the amount delinquent along with the amount 26 the company would have paid had it not been dissolved during the two-year period. 27 Reinstatement may not be authorized if the name of the company is not distinguishable 28 upon the records of the department under AS 10.50.025 [,] unless the company being 29 reinstated amends its articles of organization to change its name to conform with the 30 provisions of this chapter. 31 * Sec. 23. AS 32.05.480 is repealed and reenacted to read:
01 Sec. 32.05.480. Distinguishable names. The name of a limited liability 02 partnership must be distinguishable on the records of the department from the name 03 of any other organized entity and from a reserved or registered name. The department 04 may adopt regulations to interpret or implement this section. In this section, 05 "organized entity" and "reserved or registered name" have the meanings given in 06 AS 10.35.040. 07 * Sec. 24. AS 32.05.510(a) is amended to read: 08 (a) A foreign limited liability partnership not intending to conduct affairs in 09 this state may register its name if the name is distinguishable on the records of the 10 department under AS 32.05.480 . 11 * Sec. 25. AS 32.05.620(e) is amended to read: 12 (e) If the registration of a registered limited liability partnership is cancelled 13 under this section, the registration may be reinstated within two years from the date 14 of the certificate of cancellation if it is established to the satisfaction of the 15 commissioner that in fact (1) there was no cause for the cancellation, or the 16 delinquency, failure, or misrepresentation resulting in cancellation has been corrected; 17 and (2) the partnership pays two times the amount of any delinquent fee and the 18 amount the partnership would have paid had it not been cancelled during the two-year 19 period. Unless the partnership being reinstated amends its registration to change its 20 name to comply with AS 32.05.470 - 32.05.520, reinstatement may not be authorized 21 if the name of the partnership is not distinguishable in the records of the department 22 under AS 32.05.480 . 23 * Sec. 26. AS 32.11.120(d) is amended to read: 24 (d) A limited partner who knowingly permits the limited partner's name to be 25 used in the name of the limited partnership, except under circumstances permitted by 26 AS 32.11.810(a)(2) [AS 32.11.810(2)], is liable to creditors who extend credit to the 27 limited partnership without actual knowledge that the limited partner is not a general 28 partner. 29 * Sec. 27. AS 32.11.810 is amended to read: 30 Sec. 32.11.810. Name. The name of a limited partnership as set out in its 31 certificate of limited partnership
01 (1) must contain without abbreviation the words "limited partnership"; 02 (2) may not contain the name of a limited partner unless 03 (A) it is also the name of a general partner or the corporate 04 name of a corporate general partner; or 05 (B) the business of the limited partnership had been carried on 06 under that name before the admission of that limited partner; and 07 (3) must be distinguishable on the records of the department from 08 [MAY NOT BE THE SAME AS, OR DECEPTIVELY SIMILAR TO,] the name of 09 any other organized entity and from a reserved or registered name; in this 10 paragraph, "organized entity" and "reserved or registered name" have the 11 meanings given in AS 10.35.040 [A CORPORATION OR LIMITED PARTNERSHIP 12 ORGANIZED UNDER THE LAWS OF THIS STATE OR LICENSED OR 13 REGISTERED AS A FOREIGN CORPORATION OR LIMITED PARTNERSHIP IN 14 THIS STATE]. 15 * Sec. 28. AS 32.11.810 is amended by adding a new subsection to read: 16 (b) The department may adopt regulations under AS 44.62 (Administrative 17 Procedure Act) to interpret or implement (a)(3) of this section. 18 * Sec. 29. AS 32.11.820(b) is amended to read: 19 (b) The reservation shall be made by filing with the department an application, 20 executed by the applicant, to reserve a specified name. If the department finds that 21 the name is available for use by a domestic or foreign limited partnership under 22 AS 32.11.810 [, AND NOT A RESERVED OR REGISTERED NAME UNDER 23 AS 10.35], the department shall reserve the name for the exclusive use of the applicant 24 for a period of 120 days. Once having reserved a name, the same applicant may not 25 again reserve the same name until more than 60 days after the expiration of the last 26 120-day period for which that applicant reserved that name. The right to the exclusive 27 use of a reserved name may be transferred to another person by filing with the 28 department a notice of the transfer executed by the applicant for whom the name was 29 reserved and specifying the name and address of the transferee. 30 * Sec. 30. AS 45.50.010(a) is amended to read: 31 (a) A mark may not be registered if it consists of or comprises
01 (1) immoral, deceptive, or scandalous matter; 02 (2) matter that may disparage or falsely suggest a connection with 03 persons, living or dead, institutions, beliefs, or national symbols, or bring them into 04 contempt or disrepute; 05 (3) the flag, coat of arms, or other insignia of the United States, this 06 or another state, a municipality of this or another state, a foreign nation, or simulation 07 of any of these; 08 (4) the name, signature, or portrait identifying a living individual, 09 except with the written consent of the individual; 10 (5) a mark that, (A) when used on or in connection with goods or 11 services of the applicant, is merely descriptive or deceptively misdescriptive of them; 12 (B) when used on or in connection with the goods or services of the applicant, is 13 primarily geographically descriptive or deceptively misdescriptive of them; (C) is 14 primarily merely a surname; however, this paragraph does not prevent the registration 15 of a mark used by the applicant that has become distinctive of the applicant's goods 16 or services; the commissioner may accept as evidence that the mark has become 17 distinctive, as used on or in connection with the applicant's goods or services, proof 18 of continuous use of the mark as a mark by the applicant in this state for the five years 19 immediately preceding the date on which the claim of distinctiveness is made; [OR] 20 (6) a mark that so resembles a mark registered in the state or in the 21 United States Patent and Trademark Office, or a mark previously used by another and 22 not abandoned, as to be likely, when used on or in connection with the goods or 23 services of the applicant, to cause confusion or mistake or to deceive ; or 24 (7) a mark that so resembles the name of another business, 25 regardless of the form in which the business without the mark does business, that 26 the mark is likely to cause confusion or mistake or to deceive . 27 * Sec. 31. APPLICABILITY. (a) Sections 1 - 29 of this Act may not be interpreted to 28 enable the Department of Commerce and Economic Development or any other person to take 29 action under AS 10 or AS 32 against an organization because the organization's name does 30 not comply with secs. 1 - 29 of this Act on or after the effective date of this section if the 31 name complied with the provisions of AS 10 or AS 32 applicable to the organization's name
01 before the effective date of this section, except that a corporation applying for reinstatement 02 under AS 10.06.633(e) on or after the effective date of this section must comply with 03 AS 10.06.633(e), as amended by sec. 5 of this Act, and a limited liability company applying 04 for reinstatement under AS 10.50.408(e) on or after the effective date of this section must 05 comply with AS 10.50.408(e), as amended by sec. 22 of this Act. 06 (b) This Act does not affect any cause of action that accrues before the effective date 07 of this section. 08 (c) AS 45.50.010(a)(7), as enacted by sec. 30 of this Act, does not invalidate the 09 registration of a mark that is registered under AS 45.50.010 - 45.50.205 before the effective 10 date of this section. 11 * Sec. 32. TRANSITION: REGULATIONS. Notwithstanding sec. 34 of this Act, the 12 Department of Commerce and Economic Development may immediately proceed to adopt 13 regulations necessary to implement the changes made by this Act. The regulations take effect 14 under AS 44.62 (Administrative Procedure Act), but not before the effective date of sec. 34 15 of this Act. 16 * Sec. 33. Section 32 of this Act takes effect immediately under AS 01.10.070(c). 17 * Sec. 34. Except as provided in sec. 32 of this Act, this Act takes effect July 1, 1999.