The Vermont Statutes Online

Title 11B: Nonprofit Corporations

Chapter 004: Name

• § 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; 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2015, No. 17, § 11.)

• § 4.02. Reserved name

  (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant’s exclusive use for a 120-day period. Such 120-day period may be renewed no more than twice.

  (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 4.03. Registered name

  (a) A foreign corporation may register its corporate name or its corporate name with any addition required by section 15.06 of this title, if the name is distinguishable upon the records of the Secretary of State from:

  (1) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this State; and

  (2) a corporate name reserved under section 4.02 of this title or 11A V.S.A. § 4.02 or registered under this section.

  (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 15.06 of this title, by delivering to the Secretary of State an application:

  (1) setting forth its corporate name, or its 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 activities in which it is engaged; and

  (2) accompanied by a certificate of existence (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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)