Current through Vol. 41, No. 13, March 15, 2024
(a) The availability of name will be made by
the Filing Examiners of the Business Division. A Filing Examiner may express an
opinion on name availability in response to a written, telephone, or oral
request; but such an opinion is not a final determination that the name will or
will not be accepted for filing. A final determination is made only when the
document is submitted for filing. The final decision, in case of a difference
of opinion, will be made by the Secretary of State or the Assistant Secretary
of State. The Secretary of State does not have the power and authority to
determine or settle competing claims to a name.
(b) Pursuant to the Oklahoma General
Corporation Act, 18 O.S., Section 1141, the Oklahoma Liability Company Act, 18
O.S., Section 2008, the Oklahoma Revised Uniform Limited Partnership Act, 54
O.S., Section 303, and the Oklahoma Revised Uniform Partnership Act, 54 O.S.,
Section 1-105, a proposed entity name may not be the same as or
indistinguishable from the name of any business entity, as defined in 18 O.S.,
Section 1140, trade name, fictitious name or reserved name filed with the
Secretary of State. In accordance therewith, this Section shall apply to all
business entity name availability determinations. Wherever the terms entity or
entities appear in this name availability section, they may be replaced with
the following terms: domestic or foreign corporation, domestic or foreign
partnership, domestic or foreign limited liability company, trade names,
fictitious or reserved names.
(1) The
characters of print that are acceptable in names are:
(A) Entity names may consist of letters of
the Roman alphabet, Arabic numerals and certain symbols capable of being
reproduced on a standard English language typewriter, or any combination
thereof.
(B) Only upper case or
capital letters, with no distinction as to type face or font, will be
recognized.
(C) Arabic numerals
include 0, 1, 2, 3, 4, 5, 6, 7, 8, and 9.
(2) Words that must appear in the name of a
corporation or organization are as follows.
(A) Words of a corporate name include
"company," "corporation," "incorporated," "limited," or the abbreviation of one
of these words or other variations of the statutory terms and may
not be used as a sufficient basis to distinguish an otherwise
indistinguishable or same name.
(B)
Words of a domestic or foreign limited partnership name include, "limited
partnership," "limited" and "ltd." and may not be used as a
sufficient basis to distinguish an otherwise indistinguishable or same
name.
(C) Words of a domestic or
foreign limited liability company name include "limited liability company,"
"L.L.C.", "L.C.", "Ltd." and "Co." and may not be used as a sufficient basis to
distinguish an otherwise indistinguishable or same name.
(D) Words of a domestic or foreign limited
liability partnership name include "Registered Limited Liability Partnership",
"Limited Liability Partnership", "R.L.L.P.", "L.L.P.", RLLP", OR
"LLP".
(3) A proposed
entity name is deemed to be indistinguishable to an entity name on file if any
of the following conditions exist:
(A) The
difference in the names consists in the use of different variations of required
statutory words. Example: Sampson, Inc. is indistinguishable from Sampson
Corporation or Sampson, Inc. is indistinguishable from Sampson Limited
Partnership or Sampson, Inc. is indistinguishable from Sampson L.L.C.
(B) The difference in names consists in the
use of different articles of speech. Example: The Sampson Co. is
indistinguishable from Sampson Co.
(C) The difference consists in the use of
periods, spaces and symbols. Examples: The following names are
indistinguishable:
(i) A B C Corp.
(ii) ABC Corp.
(iii) A.B.C. Corp.
(iv) AB*C Corp.
(v) AB&C Corp.
(vi) A&BC Corp.
(vii) AB-C Corp.
(viii) Fair View Rest Home, Inc. is
indistinguishable from Fairview Rest Home, Inc.
(D) The difference consists in the presence
or absence of letters which do not alter the names sufficiently to make them
readily distinguishable. This applies to names that are spelled differently,
but sound alike when spoken thus making the names difficult to distinguish upon
hearing.
(i) Example: Exon, Exxonn, Exxons or
Exxon.
(ii) Example: Chemtech is
indistinguishable from Kemtek.
(iii) Example: Four Winds is
indistinguishable from 4 Winds and IV Winds.
(4) A consent to the use of a proposed name
of an entity must be in written form or on a consent form provided by this
office. The consent must be signed by the president and attested by the
secretary of the consenting corporation. In the event the consenting entity is
a limited partnership, the consent must be signed by the general partner. In
the event the consenting entity is a limited liability company, the consent
must be signed by the managing partner.
(5) A proposed entity name will require
consent if any of the following conditions exist:
(A) The proposed entity name is the "same as"
or "indistinguishable from" an entity name on file except for a geographical
designation within the name.
(B)
The first words of a proposed entity name are the "same as" or
"indistinguishable from" the words of the entity name on file, with the
addition of words frequently used in combination. Example: Sunset Oil Co. would
need a letter of consent from Sunset Oil and Gas, Inc.
(C) The proposed entity name is the "same as"
or "indistinguishable from" an entity name on file except for a numerical
expression which implies that the proposed entity is an affiliate of or in a
series with the existing entity. Example: A letter of consent from an existing
entity named United Company would be required in order to file any of the
following:
(i) United IV
(ii) United No. 7
(6) A surname is considered to be
a word. When a proposed entity name contains a surname and contains a given
name or initials which is different from an existing entity, the names are
distinguishable.
(A) Example: E. G. Williams
Electric company is distinguishable from Williams Electric company.
(B) Example: Jim Smith, Inc. is
distinguishable from Smith, Inc.
(C) Example: Ralph A. Johnson, Inc. is
distinguishable from Ralph Johnson, Inc.
(7) The location of a church will be
sufficient basis for distinguishing the name from an existing entity name.
Example:"First Baptist Church" located in Oklahoma City is distinguishable
from"First Baptist Church"located in Bethany.
(8) The following matters are not considered
in the process of determining name availability.
(A) The purpose of the proposed entity in
comparison to the purpose of an existing entity.
(B) Whether an "opinion" as opposed to a
final determination has been previously expressed by an employee of the
Secretary of State in response to an oral or written request.
(C) Whether an existing entity is actively
engaged in business, or has a telephone listing, or a location of a place of
business.
(D) Whether a response to
an inquiry can be obtained from an existing entity.
(E) Whether the applicant has ordered
stationary, opened a bank account, signed a contract, or otherwise altered his
position in the expectation, hope or belief that the proposed name would be
available.
(F) Whether an existing
entity has or is about to change its name, or be dissolved, or merge out of
existence.
(9) In the
event an entity is filed with a name that is subsequently determined by the
Secretary of State to be the same as or indistinguishable from the name of an
existing entity, the Secretary of State's Office will notify both entities of
the error.
(10) The conditions
and/or examples used in this Section are not meant to be exclusive, nor should
they be used to limit the determination of whether a proposed name is
distinguishable upon the records of the Secretary of State from the name of an
existing entity.
Added at 11 Ok Reg 4241,
eff 7-25-94; Amended at 16 Ok Reg 2623, eff
7-1-99
