§ 4.01. Corporate name
(a) A corporate name:
(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;
(2) may not contain language stating or implying that the corporation is organized for
a purpose other than that permitted by section 3.01 of this title and its articles of incorporation;
(3) shall not have the word “cooperative” or any abbreviation thereof as part of its name
unless the corporation is a worker cooperative corporation organized under 11 V.S.A. chapter 8, a housing cooperative corporation organized under 11 V.S.A. chapter 14, or the articles of incorporation contain all of the provisions required of a general
cooperative corporation in 11 V.S.A. § 981; and
(4) shall not include any word not otherwise authorized by law.
(b) Except as authorized by subsections (c) and (d) of this section, a corporate name
shall be distinguishable in the records of the Secretary of State from any name granted,
registered, or reserved under this chapter, or the name of any other entity, whether
domestic or foreign, that is reserved, registered, or granted by or with the Secretary
of State.
(c) A corporation may apply to the Secretary of State for authorization to use a name
that is not distinguishable in the records from one or more of the names described
in subsection (b) of this section. The Secretary of State shall authorize use of the
name applied for if:
(1) the other corporation or business 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 in the records from the name of the applying corporation; or
(2) 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.
(d) A corporation may use 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 proposed user corporation:
(1) has merged with the other corporation;
(2) has been formed by reorganization of the other corporation; or
(3) has acquired all or substantially all of the assets, including the corporate name,
of the other corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 179 (Adj. Sess.), § 1a, eff. Jan. 1, 1997; 2015, No. 17, § 8; 2025, No. 10, § 10, eff. July 1, 2025.)
§ 4.03. Registered name
(a) A foreign corporation may register its corporate name, or its alternate name or corporate
name with any addition required by section 15.06 of this title, if the name is distinguishable in the records of the Secretary of State from the
corporate or business names that are not available under section 4.01(b)(3) of this title.
(b) A foreign corporation registers its corporate name, or its alternate name or corporate
name with any addition required by section 15.06 of this title, by delivering to the Secretary of State for filing an application:
(1) setting forth its corporate name, or its alternate name or corporate name with any
addition required by section 15.06 of this title, the state or country and date of its incorporation, and a brief description of the
nature of the business in which it is engaged; and
(2) accompanied by a certificate of good standing or a document of similar import from
the state or country of incorporation.
(c) The name is registered for the applicant’s exclusive use upon the effective date of
the application.
(d) A foreign corporation whose registration is effective may renew it for successive
years by delivering to the Secretary of State for filing a renewal application, which
complies with the requirements of subsection (b) of this section, between October
1 and December 31 of the preceding year. The renewal application when filed renews
the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may thereafter qualify as a
foreign corporation under the registered name or consent in writing to the use of
that name by a corporation thereafter incorporated under this title or by another
foreign corporation thereafter authorized to transact business in this State. The
registration terminates when the domestic corporation is incorporated or the foreign
corporation qualifies or consents to the qualification of another foreign corporation
under the registered name. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 17, § 9; 2025, No. 10, § 10, eff. July 1, 2025.)