N.D. Cent. Code § 10-19.1-13

10-19.1-13. Corporate name

1. The corporate name:

a. Must be expressed in letters or characters used in the English language as those

letters or characters appear in the American standard code for information

interchange (ASCII) table.

b. Must contain the word "company", "corporation", "incorporated", "limited", or an

abbreviation of one or more of these words.

c. May not contain the words "limited liability company", "limited partnership",

"limited liability partnership", "limited liability limited partnership", or an

abbreviation of these words.

d. May not contain a word or phrase indicating or implying the corporation:

(1) Is incorporated for a purpose other than:

(a) A lawful business purpose for which a corporation may be

incorporated under this chapter; or

(b) For a purpose stated in its articles of incorporation; or

(2) May not be incorporated under this chapter.

e. Must be distinguishable in the records of the secretary of state from:

(1) The name, whether foreign and authorized to do business in this state or

domestic, unless there is filed with the articles a record that complies with

subsection 3, of:

(a) Another corporation;

(b) A corporation incorporated or authorized to do business in this state

under another chapter of this code;

(c) A limited liability company;

(d) A limited partnership;

(e) A limited liability partnership; or

(f) A limited liability limited partnership;

(2) A name the right to which is, at the time of incorporation, reserved in the

manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,

45-13-04.2, or 45-22-05;

(3) A fictitious name registered in the manner provided in chapter 45-11;

(4) A trade name registered in the manner provided in chapter 47-25; or

(5) A trademark or service mark registered in the manner provided in chapter

47-22.

2. The secretary of state shall determine whether a corporate name is distinguishable in

the secretary of state's records from another name for purposes of this chapter and

may adopt rules reasonable or necessary for making these determinations.

3. If the secretary of state determines a corporate name is indistinguishable in the

secretary of state's records from another name for purposes of this chapter, the

corporate name may not be used unless there is filed with the articles:

a. The written consent of the holder of the rights to the name to which the proposed

name has been determined to be indistinguishable; or

b. A certified copy of a judgment of a court in this state establishing the prior right of

the applicant to the use of the name in this state.

4. This section does not affect the right of a domestic corporation existing on July 1,

1986, or a foreign corporation authorized to do business in this state on that date to

continue the use of its name.

5. This section and section 10-19.1-14 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or
oration authorized to do business in this state on that date to

continue the use of its name.

5. This section and section 10-19.1-14 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or

(4) Any other rights to the exclusive use of names or symbols; or

b. Derogate the common law or the principles of equity.

6. A domestic or foreign corporation that is the surviving organization in a merger with

one or more other organizations, or that acquires by sale, lease, or other disposition to

or exchange with an organization all or substantially all of the assets of another

organization including its name, may have the same name, subject to the

requirements of subsection 1, as that used in this state by any of the other

organizations, if the other organization whose name is sought to be used:

a. Was incorporated, organized, formed, or registered under the laws of this state;

b. Is authorized to transact business or conduct activities in this state;

c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32.1-12,

10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;

d. Holds a fictitious name registered in the manner provided in chapter 45-11;

e. Holds a trade name registered in the manner provided in chapter 47-25; or

f. Holds a trademark or service mark registered in the manner provided in chapter

47-22.

7. The use of a name by a corporation in violation of this section does not affect or vitiate

its corporate existence. However, a court in this state may, upon application of the

state or of an interested or affected person, enjoin the corporation from doing business

under a name assumed in violation of this section, although its articles may have been

filed with the secretary of state and a certificate of incorporation issued.

8. A corporation whose period of existence has expired or is involuntarily dissolved by the

secretary of state pursuant to section 10-19.1-146 or 10-19.1-146.1 may reacquire the

right to use that name by refiling articles of incorporation pursuant to section

10-19.1-11, unless the name has been adopted for use or reserved by another person,

in which case the filing will be rejected unless the filing is accompanied by a written

consent or judgment as provided in subsection 3. A corporation that cannot reacquire

the use of its corporate name shall adopt a new corporate name that complies with the

provisions of this section:

a. By refiling articles of incorporation pursuant to section 10-19.1-11;

b. By amending pursuant to section 10-19.1-17; or

c. By reinstating pursuant to section 10-19.1-146.

9. Subject to section 10-19.1-133, this section applies to a foreign corporation transacting

business in this state, having a certificate of authority to transact business in this state,

or applying for a certificate of authority.

10. An amendment that only changes the name of the corporation may be authorized by a

resolution approved by the board and may be submitted to and approved by the

shareholders as provided in section 10-19.1-18.

11. A corporation that files its articles of incorporation with an effective date later than the

date of filing as provided in section 10-19.1-12 shall maintain the right to the name

until the effective date.