Title 7
Corporations, Associations, and Partnerships

Chapter 1.2
Rhode Island Business Corporation Act

Part 14
Foreign Corporations

R.I. Gen. Laws § 7-1.2-1403

§ 7-1.2-1403. Corporate name of foreign corporation.

The secretary of state shall not issue a certificate of authority or amended certificate of authority to a foreign corporation unless the corporate name of the corporation:

(a) Contains the word “corporation”, “company”, “incorporated”, or “limited”, or contains an abbreviation of one of these words, or the corporation, for use in this state, adds at the end of its name one of the words or an abbreviation of the word.

(b) Does 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 or certificate of incorporation or that it is authorized or empowered to conduct the business of any types prohibited by § 7-1.2-301.

(c) Is distinguishable upon the records of the secretary of state from the name of any entity on file with the secretary of state or a name the exclusive right to which is, at the time, filed, reserved or registered in the manner provided in this title, subject to the following:

(1) This provision does not apply if the foreign corporation applying for a certificate of authority files with the secretary of state any one of the following:

(i) A fictitious business name statement pursuant to § 7-1.2-402; or

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

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the same as the name of a corporation or other association, the articles of incorporation or organization of which has been revoked by the secretary of state and the revocation has not been withdrawn within one year from the date of the revocation.

(3) 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.

(4) 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. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36; P.L. 2011, ch. 54, § 1; P.L. 2011, ch. 60, § 1.