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      RS 12:1306     

  

§1306. Name

            A. The name of each limited liability company as set forth in its articles of organization:

            (1)(a) Except for low-profit limited liability companies, shall contain the words "limited liability company", the abbreviation "L.L.C.", or the abbreviation "L.C.".

            (b) For low-profit limited liability companies, shall contain the words "low-profit limited liability company", the abbreviation "L3C", or the abbreviation "l3c".

            (2) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose not lawful for a limited liability company or contrary to its articles of organization and shall not contain the phrase "doing business as" or the abbreviation "d/b/a".

            (3) Shall be distinguishable from the name of any corporation, partnership, or other limited liability company organized under the laws of this state, any foreign corporation, partnership, or limited liability company registered or qualified to do business in this state, any name which is reserved under R.S. 12:1307 or R.S. 12:1-402(A), or any trade name registered with the secretary of state, unless any of the following Paragraphs apply:

            (a) The other registrant consents to the use of the name in writing and submits the document required by law to change its name to one that is distinguishable from the name of the applying corporation or limited liability company, effective no later than the time that the applying corporation or limited liability company will begin to use the registrant's former name.

            (b) The corporation or other limited liability company has theretofore been authorized to do business in this state for more than two years and has never actively engaged in business in this state. The failure of a domestic or foreign corporation to file a Louisiana corporate franchise tax return for two consecutive years shall constitute prima facie evidence that it has not actively engaged in business in this state during such period.

            (c) The corporation or other limited liability company has failed to pay the taxes due by it to the state for the preceding five consecutive years.

            (d) The corporation, if it is a foreign corporation, has not been authorized to do business in the state and has not filed a Louisiana corporate franchise tax return for two consecutive years.

            (e) The charter of the corporation has been revoked by the secretary of state and that corporation has not filed a Louisiana corporate franchise tax return for two consecutive years.

            (f) The other corporation or limited liability company filed for dissolution or withdrawal prior to the preceding five years and has not received the tax clearances required for final dissolution or withdrawal.

            (4) Shall not imply that the company is an administrative agency of any parish or of this state or of the United States.

            B. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from principles of law or the statutes of this state, or of the United States, with respect to the right to acquire and protect trade names.

            C. The assumption of a name in violation of this Section shall not affect or vitiate the existence of the limited liability company, but any court having jurisdiction may, upon application of the state or of any person interested or affected, enjoin a limited liability company from doing business under a name assumed in violation of this Section, although its articles of organization may have been filed and recorded and a certificate of organization issued.

            D. No limited liability company shall include in its name any words which deceptively or falsely suggest a charitable or nonprofit nature.

            E. If the limited liability company seeking the issuance of a certificate of organization in this state includes in its name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state shall require, prior to the issuance of the certificate of organization, evidence satisfactory to him that written notice of such application for a certificate of organization has been delivered to the Louisiana Professional Engineering and Land Surveying Board in writing not less than ten days prior to the date of issuance of the certificate of organization. If the applicant limited liability company files with its application to the secretary of state a written waiver signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board waiving the requirement of ten days written notice to said board, as set forth in the preceding sentence, the secretary of state shall be authorized to proceed immediately with the processing of such application.

            F. If a limited liability company seeking issuance of a certificate of organization in Louisiana includes in its name the words "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", or "credit union", the secretary of state shall require written approval from the commissioner of the office of financial institutions dated not less than fourteen days prior to the issuance of the certificate of organization.

            Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2003, No. 361, §2; Acts 2010, No. 417, §1; Acts 2017, No. 367, §1.



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