North Dakota Century Code Title 10. Corporations § 10-19.1-13. Corporate name (Contingent effective date)

1. The corporate name:

2. The secretary of state shall determine whether a corporate name is distinguishable in the secretary of state's records from another name for purposes of this chapter and may adopt rules reasonable or necessary for making these determinations.

3. If the secretary of state determines a corporate name is indistinguishable in the secretary of state's records from another name for purposes of this chapter, the corporate name may not be used unless there is filed with the articles:

4. This section does not affect the right of a domestic corporation existing on July 1, 1986, or a foreign corporation authorized to do business in this state on that date to continue the use of its name.

5. This section and section 10-19.1-14 do not:

6. A domestic or foreign corporation that is the surviving organization in a merger with one or more other organizations, or that acquires by sale, lease, or other disposition to or exchange with an organization all or substantially all of the assets of another organization including its name, may have the same name, subject to the requirements of subsection 1, as that used in this state by any of the other organizations, if the other organization whose name is sought to be used:

7. The use of a name by a corporation in violation of this section does not affect or vitiate its corporate existence. However, a court in this state may, upon application of the state or of an interested or affected person, enjoin the corporation from doing business under a name assumed in violation of this section, although its articles may have been filed with the secretary of state and a certificate of incorporation issued.

8. A corporation whose period of existence has expired or is involuntarily dissolved by the secretary of state pursuant to section 10-19.1-146 or 10-19.1-146.1 may reacquire the right to use that name by refiling articles of incorporation pursuant to section 10-19.1-11, unless the name has been adopted for use or reserved by another person, in which case the filing will be rejected unless the filing is accompanied by a written consent or judgment as provided in subsection 3. A corporation that cannot reacquire the use of its corporate name shall adopt a new corporate name that complies with the provisions of this section:

9. Subject to section 10-19.1-133, this section applies to a foreign corporation transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.

10. An amendment that only changes the name of the corporation may be authorized by a resolution approved by the board and may be submitted to and approved by the shareholders as provided in section 10-19.1-18.

11. A corporation that files its articles of incorporation with an effective date later than the date of filing as provided in section 10-19.1-12 shall maintain the right to the name until the effective date.