Disclaimer for Corporate Name Reservations
The reservation of a specified name shall be made by filing with the Secretary of
State an application, executed by the applicant, specifying the name to be reserved
and the name and address of the applicant. If the Secretary of State finds that
the name is available for use, the Secretary shall reserve the name for the exclusive
use of the applicant for a period of 120 days.
Please seek legal counsel for help on interpretation of individual
statutes.
The Division of Corporations reserves the right to review each name reservation for
compliance with the Delaware General Corporation Law, Title 8, Chapter 1, Section
102, upon submission of the legal document for filing. We reserve the right to reject
a filing for non-compliance with the Delaware Code.
The regulations for use of a corporate name are set forth below. Please read these
requirements carefully prior to reserving your corporate name.
Corporation
Title 8 § 102 (a)(1) Contents of certificate of incorporation
The name of the corporation, which (i) shall contain 1 of the words "association,"
"company," "corporation," "club," "foundation," "fund," "incorporated," "institute,"
"society," "union," "syndicate," or "limited," (or abbreviations thereof, with or
without punctuation), or words (or abbreviations thereof, with or without punctuation)
of like import of foreign countries or jurisdictions (provided they are written
in roman characters or letters); provided, however, that the Division of Corporations
in the Department of State may waive such requirement (unless it determines that
such name is, or might otherwise appear to be, that of a natural person) if such
corporation executes, acknowledges and files with the Secretary of State in accordance
with § 103 of this title a certificate stating that its total assets, as defined
in subsection (i) of § 503 of this title, are not less than $10,000,000, (ii)
shall be such as to distinguish it upon the records in the office of the Division
of Corporations in the Department of State from the names that are reserved on such
records and from the names on such records of each other corporation, partnership,
limited partnership, limited liability company or statutory trust organized or registered
as a domestic or foreign corporation, partnership, limited partnership, limited
liability company or statutory trust under the laws of this State, except with the
written consent of the person who has reserved such name or such other foreign corporation
or domestic or foreign partnership, limited partnership, limited liability company
or statutory trust, executed, acknowledged and filed with the Secretary of State
in accordance with § 103 of this title and (iii) shall not contain the word
"bank," or any variation thereof, except for the name of a bank reporting to and
under the supervision of the State Bank Commissioner of this State or a subsidiary
of a bank or savings association (as those terms are defined in the Federal Deposit
Insurance Act, as amended, at 12 U.S.C. § 1813), or a corporation regulated
under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841 et
seq., or the Home Owners' Loan Act, as amended, 12 U.S.C. § 1461 et seq.; provided,
however, that this section shall not be construed to prevent the use of the word
"bank," or any variation thereof, in a context clearly not purporting to refer to
a banking business or otherwise likely to mislead the public about the nature of
the business of the corporation or to lead to a pattern and practice of abuse that
might cause harm to the interests of the public or the State as determined by the
Division of Corporations in the Department of State
Disclaimer for Alternative Entity
The reservation of a specified name shall be made by filing with the Secretary of
State an application, executed by the applicant, specifying the name to be reserved
and the name and address of the applicant. If the Secretary of State finds that
the name is available for use, the Secretary shall reserve the name for the exclusive
use of the applicant for a period of 120 days.
The Division of Corporations reserves the right to review each name reservation for
compliance with the Delaware Code upon presentation of the legal document for filing.
We reserve the right to reject a filing for non-compliance with the Delaware Code.
The regulations for use of a Limited Partnership, Limited Liability Company, Partnership
or Statutory Trust name are set forth below. Please read these requirements carefully
prior to reserving your name.
Limited Partnership
Section 17-102. Name set forth in certificate.
"The name of each limited partnership as set forth in its certificate of limited
partnership: (1) Shall contain the words "Limited Partnership" or the abbreviation
"L.P." or the designation "L.P."; (2) May contain the name of a partner; (3) Must
be such as to distinguish it upon the records in the office of the Secretary of
State from the name on such records of any corporation, partnership, limited partnership,
statutory trust or limited liability company reserved, registered or organized under
the laws of the State of Delaware or qualified to do business or registered as a
foreign corporation, foreign limited partnership, foreign statutory trust, foreign
partnership or foreign limited liability company in the State of Delaware; provided,
however, that a limited partnership may register under any name which is not such
as to distinguish it upon the records in the office of the Secretary of State from
the name on such records of any domestic or foreign corporation, partnership, limited
partnership, statutory trust, or limited liability company reserved, registered
or organized under the laws of the State of Delaware with the written consent of
the other corporation, partnership, statutory trust, or limited liability company,
which written consent shall be filed with the Secretary of State; and (4) May contain
the following words: "Company," "Association," "Club," "Foundation," "Fund," "Institute,"
"Society," "Union," "Syndicate," "Limited" or "Trust" (or abbreviations of like
import)."
Limited Liability Company
Section 18-102. Name set forth in certificate.
"The name of each limited liability company as set forth in its certificate of formation:(1)
Shall contain the words "Limited Liability Company" or the abbreviation "L.L.C."
or the designation "LLC";(2) May contain the name of a member or manager;(3) Must
be such as to distinguish it upon the records in the office of the Secretary of
State from the name on such records of any corporation, partnership, limited partnership,
statutory trust or limited liability company reserved, registered, formed or organized
under the laws of the State of Delaware or qualified to do business or registered
as a foreign corporation, foreign limited partnership, foreign statutory trust,
foreign partnership, or foreign limited liability company in the State of Delaware;
provided however, that a limited liability company may register under any name which
is not such as to distinguish it upon the records in the office of the Secretary
of State from the name on such records of any domestic or foreign corporation, partnership,
limited partnership, statutory trust or limited liability company reserved, registered,
formed or organized under the laws of the State of Delaware with the written consent
of the other corporation, partnership, limited partnership, statutory trust or limited
liability company, which written consent shall be filed with the Secretary of State;
and(4) May contain the following words: "Company," "Association," "Club," "Foundation,"
"Fund," "Institute," "Society," "Union," "Syndicate," "Limited" or "Trust" (or abbreviations
of like import)."
Partnership
Section 15-108. Name of partnership.
"(a) The name of a partnership: (i) may contain the name of a partner and (ii) may
contain the following words: "Company," "Association," "Club," "Foundation," "Fund,"
"Institute," "Society," "Union," "Syndicate," "Trust" (or abbreviations of like
import). (b) The name of a limited liability partnership shall contain as the last
words or letters of its name the words "Limited Liability Partnership," the abbreviation
"L.L.P." or the designation "LLP." (c) The name of a partnership to be included
in the statement of partnership existence, statement of qualification or statement
of foreign qualification filed by such partnership must be such as to distinguish
it upon the records of the Secretary of State from the name on such records of any
corporation, partnership (including a limited liability partnership), limited partnership
(including a limited liability limited partnership), statutory trust or limited
liability company organized under the laws of the State of Delaware and reserved,
registered, formed or organized with the Secretary of State or qualified to do business
and registered as a foreign corporation, foreign limited liability partnership,
foreign limited partnership, foreign statutory trust or foreign limited liability
company in the State of Delaware; provided, however, that a partnership may be registered
under any name which is not such as to distinguish it upon the records of the Secretary
of State from the name on such records of any domestic or foreign corporation, partnership
(including a limited liability partnership), limited partnership (including a limited
liability limited partnership), statutory trust or limited liability company reserved,
registered, formed or organized under the laws of the State of Delaware with the
written consent of the other corporation, partnership (including a limited liability
partnership), limited partnership (including a limited liability limited partnership),
statutory trust or limited liability company, which written consent shall be filed
with the Secretary of State. "
Statutory Trust
Section 3814. Use of names regulated
"(a) The name of each statutory trust as set forth in its certificate of trust must
be such as to distinguish it upon the records of the office of the Secretary of
State from the name of any corporation, partnership, limited partnership, statutory
trust or limited liability company reserved, registered, formed or organized under
the laws of this State or qualified to do business or registered as a foreign corporation,
foreign partnership, foreign limited partnership, foreign statutory trust or foreign
limited liability company in this State; provided however, that a statutory trust
may register under any name which is not such as to distinguish it upon the records
of the office of the Secretary of State from the name of any domestic or foreign
corporation, partnership, limited partnership, statutory trust or limited liability
company reserved, registered, formed or organized under the laws of this State with
the written consent of the other corporation, partnership, limited partnership,
statutory trust or limited liability company, which written consent shall be filed
with the Secretary of State. (b) The name of each statutory trust as set forth in
its certificate of trust may contain the name of a beneficial owner, a trustee or
any other person. (c) The name of each statutory trust, as set forth in its certificate
of trust, may contain the following words: "company," "association," "club," "foundation,"
"fund," "institute," "society," "union," "syndicate," "limited" or "trust" (or abbreviations
of like import)."
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