TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-6
Rhode Island Nonprofit Corporation Act

SECTION 7-6-11


§ 7-6-11 Corporate name.

(a) The corporate name:

(1) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

(2) Shall be distinguishable upon the records of the secretary of state from:

(i) The name of any corporation, whether for profit or not for profit, limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified or authorized to do business or conduct affairs in this state; or

(ii) Any name which is filed, reserved or registered under this title, or as permitted by the laws of this state, subject to the following:

(A) This provision shall not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(iii) The name may be the same as the name of a corporation, nonbusiness corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from that date.

(3) Shall be translated into letters of the English alphabet, if it is not in English.

(4) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(5) The secretary of state shall promulgate rules and regulations defining the term "distinguishable upon the record" for the administration of this chapter.

(b)(1) Any nonprofit corporation organized under the laws of, or registered or qualified to do business in this state may transact its affairs in this state under a fictitious name if it files a fictitious business name statement in accordance with this subsection.

(2) A fictitious business name statement shall be filed with the secretary of state accompanied by a fee of twenty dollars ($20.00), and shall be executed by an authorized person of the nonprofit corporation or by a person with authority to do so under the laws of the state or other jurisdiction of the organization of the nonprofit corporation and shall describe:

(i) The fictitious business name to be used; and

(ii) The name of the nonprofit corporation, the state or other jurisdiction in which the nonprofit corporation is organized and date of the nonprofit corporation's organization.

(3) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this subsection or upon the dissolution of the domestic corporation or the cancellation of registration of the foreign corporation.

(4) The statement of abandonment of use of a fictitious business name under this subsection shall be filed with the secretary of state, shall be executed in the same manner as provided in subsection (b)(2), and shall describe:

(i) The fictitious business name being abandoned;

(ii) The date on which the original fictitious business name statement being abandoned was filed; and

(iii) The information described in subdivision (2)(ii) of subsection (b).

(5) No domestic or foreign nonprofit corporation conducting its affairs under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or because of any contract made, or transaction had, in the fictitious business name in any court of the state or until a fictitious business name statement has been filed in accordance with this section.

(6) No nonprofit corporation may conduct its affairs under a fictitious business name pursuant to this section which is not distinguishable upon the records of the secretary of state from the name of any corporation, limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in this state or any name which is filed, reserved or registered under this title or as permitted by the laws of this state, subject to the following:

(i) This provision does not apply if the applicant files with the secretary of state:

(ii) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(iii) The name may be the same as the name of a corporation, nonbusiness corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from that date.

(iv) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(v) The secretary of state shall promulgate rules and regulations defining the term "distinguishable upon the record" for the administration of this chapter.

History of Section.
(P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 1997, ch. 188, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2011, ch. 54, § 2; P.L. 2011, ch. 60, § 2.)