Rep. Norm Thurston — Voting Record

Bill

Number

S.B. 213 First Substitute (2022GS)

Sponsor

Sen. Mayne, K.

Final action

Governor Signed 3/24/2022

Outcome

Became law — signed by Gov. Spencer J. Cox

Summary

What it does

• This bill:
• prohibits the use of 911 in:
• a nonprofit corporation's name;
• a corporation's name;
• a professional corporation's name;
• an assumed name;
• a limited liability partnership's name;
• a limited partnership's name; or
• a limited liability company's name;
• defines terms;
• prohibits a person from using 911 in the person's name with the purpose to deceive the public that the person operates or represents emergency services;
• creates penalties for a person who uses 911 in the person's name with the purpose to deceive the public that the person operates or represents emergency services; and
• makes technical and conforming changes.

Every vote on this bill

Bill text

BUSINESS NAME PROHIBITIONS
GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Karen Mayne
House Sponsor: 
Jordan D. Teuscher
LONG TITLE
General Description:
This bill modifies provisions related to business names.
Highlighted Provisions:
This bill:
▸ prohibits the use of 911 in:
• a nonprofit corporation's name;
• a corporation's name;
• a professional corporation's name;
• an assumed name;
• a limited liability partnership's name;
• a limited partnership's name; or
• a limited liability company's name;
▸ defines terms;
▸ prohibits a person from using 911 in the person's name with the purpose to deceive
the public that the person operates or represents emergency services;
▸ creates penalties for a person who uses 911 in the person's name with the purpose to
deceive the public that the person operates or represents emergency services; and
▸ makes technical and conforming changes.
Money Appropriated in this Bill:
None
Other Special Clauses:
None
Utah Code Sections Affected:
AMENDS:
16-6a-401
, as last amended by Laws of Utah 2010, Chapter 218
16-10a-401
, as last amended by Laws of Utah 2011, Chapter 353
16-11-16
, as last amended by Laws of Utah 2011, Chapter 353
26-23-6
, as last amended by Laws of Utah 2021, Chapter 437
42-2-6.6
, as last amended by Laws of Utah 2015, Chapter 240
48-1d-1105
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-108
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-108
, as last amended by Laws of Utah 2015, Chapter 227
ENACTS:
26-8a-502.1
, Utah Code Annotated 1953
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 
16-6a-401
 is amended to read:
16-6a-401.
Corporate name.
(1) The corporate name of a nonprofit corporation:
(a) may, but need not contain:
(i) the word "corporation," "incorporated," or "company"; or
(ii) an abbreviation of "corporation," "incorporated," or "company";
(b) may not contain
:
(i)
 any word or phrase that indicates or implies that [
it
] 
the nonprofit corporation
 is
organized for [
any purpose other than one or more of the purposes contained in
] 
a purpose
other than that permitted by:
(A)
 Section 
16-6a-301
;
 and [
its
]
(B) the nonprofit corporation's
 articles of incorporation; 
or
(ii) for a nonprofit corporation that changes the nonprofit corporation's name or is
incorporated in or authorized to do business in the state on or after May 4, 2022, the number
sequence "911";
(c) except as authorized by the division under Subsection (2), shall be distinguishable,
as defined in Section 
16-10a-401
, from:
(i) the name of any domestic corporation incorporated in this state;
(ii) the name of any foreign corporation authorized to conduct affairs in this state;
(iii) the name of any domestic nonprofit corporation incorporated in this state;
(iv) the name of any foreign nonprofit corporation authorized to conduct affairs in this
state;
(v) the name of any domestic limited liability company formed in this state;
(vi) the name of any foreign limited liability company authorized to conduct affairs in
this state;
(vii) the name of any limited partnership formed or authorized to conduct affairs in this
state;
(viii) any name that is reserved under Section 
16-6a-402
 or 
16-10a-402
;
(ix) the name of any entity that has registered [
its
] 
the entity's
 name under Section
42-2-5
;
(x) the name of any trademark or service mark registered by the division; or
(xi) any assumed name filed under Section 
42-2-5
;
(d) shall be, for purposes of recordation, either translated into English or transliterated
into letters of the English alphabet if [
it
] 
the nonprofit corporation's name
 is not in English;
(e) without the written consent of the United States Olympic Committee, may not
contain the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; and
(f) without the written consent of the Division of Consumer Protection issued in
accordance with Section 
13-34-114
, may not contain the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution."
(2) The division may authorize the use of the name applied for if:
(a) the name is distinguishable from one or more of the names and trademarks
described in Subsection (1)(c) that are on the division's records; or
(b) if the applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to use the name applied for in
this state registered or reserved with the division pursuant to the laws of this state.
(3) A nonprofit corporation may use the name of another domestic or foreign
corporation that is used in this state if:
(a) the other corporation is incorporated or authorized to conduct affairs in this state;
and
(b) the proposed user corporation:
(i) has merged with the other corporation;
(ii) has been formed by reorganization of the other corporation; or
(iii) has acquired all or substantially all of the assets, including the corporate name, of
the other corporation.
(4) (a) A nonprofit corporation may apply to the division for authorization to file [
its
]
the nonprofit corporation's
 articles of incorporation under, or to register or reserve, a name that
is not distinguishable upon the division's records from one or more of the names described in
Subsection (1).
(b) The division shall approve the application filed under Subsection (4)(a) if:
(i) the other person whose name is not distinguishable from the name under which the
applicant desires to file, or which the applicant desires to register or reserve:
(A) consents to the filing, registration, or reservation in writing; and
(B) submits an undertaking in a form satisfactory to the division to change [
its
] 
the
person's
 name to a name that is distinguishable from the name of the applicant; or
(ii) the applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to make the requested filing in
this state under the name applied for.
(5) Only names of corporations may contain the:
(a) words "corporation," or "incorporated"; or
(b) abbreviation "corp." or "inc."
(6) The division may not issue a certificate of incorporation to any association violating
the provisions of this section.
Section 2. Section 
16-10a-401
 is amended to read:
16-10a-401.
Corporate name.
(1) The name of a corporation:
(a) except for the name of a depository institution as defined in Section 
7-1-103
, shall
contain:
(i) the word:
(A) "corporation";
(B) "incorporated"; or
(C) "company";
(ii) the abbreviation:
(A) "corp.";
(B) "inc."; or
(C) "co."; or
(iii) words or abbreviations of like import to the words or abbreviations listed in
Subsections (1)(a)(i) and (ii) in another language;
(b) may not contain
:
(i)
 language stating or implying that the corporation is organized for a purpose other
than that permitted by:
[
(i)
] 
(A)
 Section 
16-10a-301
; and
[
(ii)
] 
(B)
 the corporation's articles of incorporation; 
or
(ii) for a corporation that changes the corporation's name or is incorporated in or
authorized to do business in the state on or after May 4, 2022, the number sequence "911";
(c) without the written consent of the United States Olympic Committee, may not
contain the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; and
(d) without the written consent of the Division of Consumer Protection issued in
accordance with Section 
13-34-114
, may not contain the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution."
(2) Except as authorized by Subsections (3) and (4), the name of a corporation shall be
distinguishable, as defined in Subsection (5), upon the records of the division from:
(a) the name of any domestic corporation incorporated in or foreign corporation
authorized to transact business in this state;
(b) the name of any domestic or foreign nonprofit corporation incorporated or
authorized to transact business in this state;
(c) the name of any domestic or foreign limited liability company formed or authorized
to transact business in this state;
(d) the name of any limited partnership formed or authorized to transact business in
this state;
(e) any name reserved or registered with the division for a corporation, limited liability
company, or general or limited partnership, under the laws of this state; and
(f) any business name, fictitious name, assumed name, trademark, or service mark
registered by the division.
(3) (a) A corporation may apply to the division for authorization to file [
its
] 
the
corporation's
 articles of incorporation under, or to register or reserve, a name that is not
distinguishable upon [
its
] 
the division's
 records from one or more of the names described in
Subsection (2).
(b) The division shall approve the application filed under Subsection (3)(a) if:
(i) the other person whose name is not distinguishable from the name under which the
applicant desires to file, or which the applicant desires to register or reserve:
(A) consents to the filing, registration, or reservation in writing; and
(B) submits an undertaking in a form satisfactory to the division to change [
its
] 
the
person's
 name to a name that is distinguishable from the name of the applicant; or
(ii) the applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to make the requested filing in
this state under the name applied for.
(4) A corporation may make a filing under the name, including the fictitious name, of
another domestic or foreign corporation that is used or registered in this state if:
(a) the other corporation is incorporated or authorized to transact business in this state;
and
(b) the filing corporation:
(i) has merged with the other corporation; or
(ii) has been formed by reorganization of the other corporation.
(5) (a) A name is distinguishable from other names, trademarks, and service marks on
the records of the division if [
it
] 
the name
:
(i) contains one or more different letters or numerals; or
(ii) has a different sequence of letters or numerals from the other names on the
division's records.
(b) Differences which are not distinguishing are:
(i) the words or abbreviations of the words:
(A) "corporation";
(B) "company";
(C) "incorporated";
(D) "limited partnership";
(E) "L.P.";
(F) "limited";
(G) "limited liability company";
(H) "limited company";
(I) "L.C."; or
(J) "L.L.C.";
(ii) the presence or absence of the words or symbols of the words "the," "and," or "a";
(iii) differences in punctuation and special characters;
(iv) differences in capitalization;
(v) differences between singular and plural forms of words for a corporation:
(A) incorporated in or authorized to do business in this state on or after May 4, 1998;
or
(B) that changes [
its
] 
the corporation's
 name on or after May 4, 1998;
(vi) differences in whether the letters or numbers immediately follow each other or are
separated by one or more spaces if:
(A) the sequence of letters or numbers is identical; and
(B) the corporation:
(I) is incorporated in or authorized to do business in this state on or after May 3, 1999;
or
(II) changes [
its
] 
the corporation's
 name on or after May 3, 1999; or
(vii) differences in abbreviations, for a corporation:
(A) incorporated in or authorized to do business in this state on or after May 1, 2000;
or
(B) that changes [
its
] 
the corporation's
 name on or after May 1, 2000.
(c) The director of the division has the power and authority reasonably necessary to
interpret and efficiently administer this section and to perform the duties imposed on the
division by this section.
(6) A name that implies that the corporation is an agency of this state or of any of [
its
]
the state's
 political subdivisions, if [
it
] 
the corporation
 is not actually such a legally established
agency or subdivision, may not be approved for filing by the division.
(7) (a) The requirements of Subsection (1)(d) do not apply to a corporation
incorporated in or authorized to do business in this state on or before May 4, 1998, until
December 31, 1998.
(b) On or after January 1, 1999, any corporation incorporated in or authorized to do
business in this state shall comply with the requirements of Subsection (1)(d).
Section 3. Section 
16-11-16
 is amended to read:
16-11-16.
Corporate name.
(1) The name of each professional corporation as set forth in [
its
] 
the professional
corporation's
 articles of incorporation:
(a) shall contain the terms:
(i) "professional corporation"; or
(ii) "P.C.";
(b) may not contain the words:
(i) "incorporated"; or
(ii) "inc.";
(c) may not contain
:
(i)
 language stating or implying that the professional corporation is organized for a
purpose other than that permitted by:
[
(i)
] 
(A)
 Section 
16-11-6
; and
[
(ii)
] 
(B)
 the professional corporation's articles of incorporation; 
or
(ii) for a professional corporation that changes the professional corporation's name or is
incorporated in or authorized to do business in the state on or after May 4, 2022, the number
sequence "911";
(d) without the written consent of the United States Olympic Committee, may not
contain the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; and
(e) without the written consent of the Division of Consumer Protection in accordance
with Section 
13-34-114
, may not contain the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution."
(2) The professional corporation may not imply by any word in the name that [
it
] 
the
professional corporation
 is an agency of the state or of any of [
its
] 
the state's
 political
subdivisions.
(3) A person, other than a professional corporation formed or registered under this
chapter, may not use in [
its
] 
the person's
 name in this state any of the terms:
(a) "professional corporation"; or
(b) "P.C."
(4) Except as authorized by Subsection (5), the name of the professional corporation
shall be distinguishable, as defined in Subsection (6), upon the records of the division from:
(a) the name of any domestic corporation incorporated in or foreign corporation
authorized to transact business in this state;
(b) the name of any domestic or foreign nonprofit corporation incorporated or
authorized to transact business in this state;
(c) the name of any domestic or foreign limited liability company formed or authorized
to transact business in this state;
(d) the name of any limited partnership formed or authorized to transact business in
this state;
(e) any name reserved or registered with the division for a corporation, limited liability
company, or general or limited partnership, under the laws of this state; and
(f) any business name, fictitious name, assumed name, trademark, or service mark
registered by the division.
(5) (a) A professional corporation may apply to the division for authorization to file
[
its
] 
the professional corporation's
 articles of incorporation under, or to register or reserve, a
name that is not distinguishable upon [
its
] 
the division's
 records from one or more of the names
described in Subsection (4).
(b) The division shall approve the application filed under Subsection (5)(a) if:
(i) the other person whose name is not distinguishable from the name under which the
applicant desires to file, or which the applicant desires to register or reserve:
(A) consents to the filing, registration, or reservation in writing; and
(B) submits an undertaking in a form satisfactory to the division to change [
its
] 
the
person's
 name to a name that is distinguishable from the name of the applicant; or
(ii) the applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to make the requested filing in
this state under the name applied for.
(6) (a) A name is distinguishable from other names, trademarks, and service marks
registered with the division if [
it
] 
the name
:
(i) contains one or more different letters or numerals from other names upon the
division's records; or
(ii) has a different sequence of letter or numerals from the other names on the division's
records.
(b) The following differences are not distinguishable:
(i) the words or abbreviations of the words:
(A) "corporation";
(B) "incorporated";
(C) "company";
(D) "limited partnership";
(E) "limited";
(F) "L.P.";
(G) "limited liability company";
(H) "limited company";
(I) "L.C."; or
(J) "L.L.C.";
(ii) the presence or absence of the words or symbols of the words "the," "and," "a," or
"plus";
(iii) differences in punctuation and special characters;
(iv) differences in capitalization; or
(v) differences in abbreviations.
(7) The director of the division shall have the power and authority reasonably necessary
to interpret and efficiently administer this section and to perform the duties imposed upon the
division by this section.
Section 4. Section 
26-8a-502.1
 is enacted to read:
 26-8a-502.1.
Prohibition on the use of "911".
(1) As used in this section:
(a) "Emergency services" means services provided by a person in response to an
emergency.
(b) "Emergency services" includes:
(i) fire protection services;
(ii) paramedic services;
(iii) law enforcement services;
(iv) 911 ambulance or paramedic services, as defined in Section 
26-8a-102
; and
(v) any other emergency services.
(2) A person may not use "911" or other similar sequence of numbers in the person's
name with the purpose to deceive the public that the person operates or represents emergency
services, unless the person is authorized to provide emergency services.
(3) A violation of Subsection (2) is:
(a) a class C misdemeanor; and
(b) subject to a fine of up to $500 per violation.
Section 5. Section 
26-23-6
 is amended to read:
26-23-6.
Criminal and civil penalties and liability for violations.
(1) (a) Any person, association, [
or
] corporation, or [
the officers of any of them
] 
an
officer of a person, an association, or a corporation
, who violates any provision of this chapter
or lawful orders of the department or a local health department in a criminal proceeding is
guilty of a class B misdemeanor for the first violation, and for any subsequent similar violation
within two years, is guilty of a class A misdemeanor, except this section does not establish the
criminal penalty for 
a
 violation of Section 
26-23-5.5
or Section 
26-8a-502.1
.
(b) Conviction in a criminal proceeding does not preclude the department or a local
health department from assessment of any civil penalty, administrative civil money penalty or
to deny, revoke, condition, or refuse to renew a permit, license, or certificate or to seek other
injunctive or equitable remedies.
(2) (a) Subject to Subsections (2)(c) and (d), any association, [
or
] corporation, or [
the
officers of any of them, who violate
] 
an officer of an association or a corporation, who violates
any provision of this title or lawful orders of the department or a local health department, or
rules adopted under this title by the department:
(i) may be assessed, in a judicial civil proceeding, a penalty not to exceed the sum of
$5,000 per violation; or
(ii) may be assessed, in an administrative action in accordance with Title 63G, Chapter
4, Administrative Procedures Act, or similar procedures adopted by local or county
government, a penalty not to exceed the sum of $5,000 per violation.
(b) Subject to Subsections (2)(c) and (d), an individual who violates any provision of
this title or lawful orders of the department or a local health department, or rules adopted under
this title by the department:
(i) may be assessed, in a judicial civil proceeding, a penalty not to exceed the sum of
$150 per violation; or
(ii) may be assessed, in an administrative action in accordance with Title 63G, Chapter
4, Administrative Procedures Act, or similar procedures adopted by local or county
government, a penalty not to exceed the sum of $150 per violation.
(c) (i) Except as provided in Subsection (2)(c)(ii), a penalty described in Subsection
(2)(a) or (b) may only be assessed against the same individual, association, or corporation one
time in a calendar week.
(ii) Notwithstanding Subsection (2)(c)(i), an individual, an association, a corporation,
or [
the officers of any of them, that willfully disregard or recklessly violate
] 
an officer of an
association or a corporation, who willfully disregards or recklessly violates
 a provision of this
title or lawful orders of the department or a local health department, or rules adopted under this
title by the department, may be assessed a penalty as described in Subsection (2)(a) for each
day of violation if it is determined that the violation is likely to result in a serious threat to
public health.
(d) Upon reasonable cause shown in judicial civil proceeding or an administrative
action, a penalty imposed under this Subsection (2) may be waived or reduced.
(3) Assessment of any civil penalty or administrative penalty does not preclude the
department or a local health department from seeking criminal penalties or to deny, revoke,
impose conditions on, or refuse to renew a permit, license, or certificate or to seek other
injunctive or equitable remedies.
(4) In addition to any penalties imposed under Subsection (1), [
the
] 
a
 person,
association, [
or
] corporation, or [
the officers of any of them
] 
an officer of a person, an
association, or a corporation,
 is liable for any expense incurred by the department in removing
or abating any health or sanitation violations, including any nuisance, source of filth, cause of
sickness, or dead animal.
Section 6. Section 
42-2-6.6
 is amended to read:
42-2-6.6.
Assumed name.
(1) The assumed name:
(a) may not contain
:
(i)
 any word or phrase that indicates or implies that the business is organized for any
purpose other than [
one or more of the purposes
] 
a purpose
 contained in [
its
] 
the business's
application; 
or
(ii) for an assumed name that is changed or approved on or after May 4, 2022, the
number sequence "911";
(b) shall be distinguishable from any registered name or trademark of record in the
offices of the Division of Corporations and Commercial Code, as defined in Subsection
16-10a-401
(5), except as authorized by the Division of Corporations and Commercial Code
pursuant to Subsection (2);
(c) without the written consent of the United States Olympic Committee, may not
contain the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius";
(d) without the written consent of the Division of Consumer Protection issued in
accordance with Section 
13-34-114
, may not contain the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution"; and
(e) an assumed name authorized for use in this state on or after May 1, 2000, may not
contain the words:
(i) "incorporated";
(ii) "inc."; or
(iii) a variation of "incorporated" or "inc."
(2) Notwithstanding Subsection (1)(e), an assumed name may contain a word listed in
Subsection (1)(e) if the Division of Corporations and Commercial Code authorizes the use of
the name by a corporation as defined in:
(a) Subsection 
16-6a-102
(26);
(b) Subsection 
16-6a-102
(35);
(c) Subsection 
16-10a-102
(11); or
(d) Subsection 
16-10a-102
(20).
(3) The Division of Corporations and Commercial Code shall authorize the use of the
name applied for if:
(a) the name is distinguishable from one or more of the names and trademarks that are
on the division's records; or
(b) the applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to use the name applied for in
this state.
(4) The assumed name, for purposes of recordation, shall be either translated into
English or transliterated into letters of the English alphabet if [
it
] 
the assumed name
 is not in
English.
(5) The Division of Corporations and Commercial Code may not approve an
application for an assumed name to any person violating this section.
(6) The director of the Division of Corporations and Commercial Code shall have the
power and authority reasonably necessary to interpret and efficiently administer this section
and to perform the duties imposed on the division by this section.
(7) A name that implies by any word in the name that [
it
] 
the business
 is an agency of
the state or of any of [
its
] 
the state's
 political subdivisions, if [
it
] 
the business
 is not actually
such a legally established agency, may not be approved for filing by the Division of
Corporations and Commercial Code.
(8) Section 
16-10a-403
 applies to this chapter.
(9) (a) The requirements of Subsection (1)(d) do not apply to a person who filed a
certificate of assumed and of true name with the Division of Corporations and Commercial
Code on or before May 4, 1998, until December 31, 1998.
(b) On or after January 1, 1999, any person who carries on, conducts, or transacts
business in this state under an assumed name shall comply with the requirements of Subsection
(1)(d).
Section 7. Section 
48-1d-1105
 is amended to read:
48-1d-1105.
Permitted names.
(1) The name of a partnership that is not a limited liability partnership may not contain
the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the
abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
(2) The name of a limited liability partnership must contain the words "Registered
Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP",
or "LLP".
(3) Except as otherwise provided in Subsection (6), the name of a limited liability
partnership and the name under which a foreign limited liability partnership may register to do
business in this state must be distinguishable on the records of the division from any:
(a) name of an existing person whose formation required the filing of a record by the
division;
(b) name of a limited liability partnership;
(c) name of a person that is registered to do business in this state by the filing of a
record by the division;
(d) name reserved under Section 
48-1d-1106
 or other law of this state providing for the
reservation of a name by the filing of a record by the division;
(e) name registered under Section 
48-1d-1107
 or other law of this state providing for
the registration of a name by the filing of a record by the division; or
(f) assumed name registered under Title 42, Chapter 2, Conducting Business Under
Assumed Name.
(4) If a person consents in a record to the use of [
its
] 
the person's
 name and submits an
undertaking in a form satisfactory to the division to change [
its
] 
the person's
 name to a name
that is distinguishable on the records of the division from any name in any category of names in
Subsection (3), the name of the consenting person may be used by the person to which the
consent was given.
(5) Except as otherwise provided in Subsection (6), in determining whether a name is
the same as or not distinguishable on the records of the division from the name of another
entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
"corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
"R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", or "LLC",
"L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
into account.
(6) A person may consent in a record to the use of a name that is not distinguishable on
the records of the division from [
its
] 
the person's
 name except for the addition of a word,
phrase, or abbreviation indicating the type of person as provided in Subsection (5). In such a
case, the person need not change [
its
] 
person's
 name pursuant to Subsection (4).
(7) The division may not approve for filing a name that implies that a limited liability
partnership is an agency of this state or any of [
its
] 
the state's
 political subdivisions, if [
it
] 
the
limited liability partnership
 is not actually such a legally established agency or subdivision.
(8) The authorization to file a certificate under or to reserve or register a limited
liability partnership name as granted by the division does not:
(a) abrogate or limit the law governing unfair competition or unfair trade practices;
(b) derogate from the common law, the principles of equity, or the statutes of this state
or of the United States with respect to the right to acquire and protect names and trademarks; or
(c) create an exclusive right in geographic or generic terms contained within a name.
(9) The name of a limited liability partnership or foreign limited liability partnership
may not contain:
(a) the words:
(i) "association";
(ii) "corporation";
(iii) "incorporated";
(iv) "limited liability company";
(v) "limited company";
(vi) "limited partnership"; or
(vii) "Ltd.";
(b) any word or abbreviation that is of like import to the words listed in Subsection
(9)(a);
(c) without the written consent of the United States Olympic Committee, the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; [
and
]
(d) without the written consent of the Division of Consumer Protection issued in
accordance with Section 
13-34-114
 the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution"[
.
]
; or
(e) for a limited liability partnership that changes the limited liability partnership's
name or registers to do business in the state on or after May 4, 2022, the number sequence
"911."
Section 8. Section 
48-2e-108
 is amended to read:
48-2e-108.
Permitted names.
(1) The name of a limited partnership may contain the name of any partner.
(2) The name of a limited partnership that is not a limited liability limited partnership
[
must
] 
shall
 contain the words "limited partnership" or the abbreviation "L.P." or "LP" and may
not contain the words "limited liability limited partnership" or the abbreviation "L.L.L.P." or
"LLLP".
(3) The name of a limited liability limited partnership [
must
] 
shall
 contain the words
"limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and [
must
] 
may
not contain the abbreviation "L.P." or "LP".
(4) Except as otherwise provided in Subsection (7), the name of a limited partnership,
and the name under which a foreign limited partnership may register to do business in this
state, [
must
] 
shall
 be distinguishable on the records of the division from:
(a) the name of an existing person whose formation required the filing of a record by
the division;
(b) the name of a limited liability partnership;
(c) the name of a person that is registered to do business in this state by the filing of a
record by the division;
(d) each name reserved under Section 
48-2e-109
 or other law of this state providing for
the reservation of a name by the filing of a record by the division;
(e) each name registered under Section 
48-2e-110
 or other law of this state providing
for the registration of a name by the filing of a record by the division; or
(f) an assumed name registered under Title 42, Chapter 2, Conducting Business Under
Assumed Name.
(5) If a person consents in a record to the use of [
its
] 
the person's
 name and submits an
undertaking in a form satisfactory to the division to change [
its
] 
the person's
 name to a name
that is distinguishable on the records of the division from any name in any category of names in
Subsection (4), the name of the consenting person may be used by the person to which the
consent was given.
(6) Except as otherwise provided in Subsection (7), in determining whether a name is
the same as or not distinguishable on the records of the division from the name of another
entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
"corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
"R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC",
"L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
into account.
(7) A person may consent in a record to the use of a name that is not distinguishable on
the records of the division from [
its
] 
the person's
 name except for the addition of a word,
phrase, or abbreviation indicating the type of person as provided in Subsection (6). In such a
case, the person [
need not change its
] 
is not required to change the person's
 name pursuant to
Subsection (5).
(8) The division may not approve for filing a name that implies that a limited
partnership is an agency of this state or any of [
its
] 
the state's
 political subdivisions, if [
it
] 
the
limited partnership
 is not actually such a legally established agency or subdivision.
(9) The authorization to file a certificate under or to reserve or register a limited
partnership name as granted by the division does not:
(a) abrogate or limit the law governing unfair competition or unfair trade practices;
(b) derogate from the common law, the principles of equity, or the statutes of this state
or of the United States with respect to the right to acquire and protect names and trademarks; or
(c) create an exclusive right in geographic or generic terms contained within a name.
(10) The name of a limited partnership or foreign limited partnership may not contain:
(a) the words:
(i) "association";
(ii) "corporation";
(iii) "incorporated";
(iv) "limited liability company"; or
(v) "limited company";
(b) any word or abbreviation that is of like import to the words listed in Subsection
(10)(a);
(c) without the written consent of the United States Olympic Committee, the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; [
and
]
(d) without the written consent of the Division of Consumer Protection issued in
accordance with Section 
13-34-114
 the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution"[
.
]
; or
(e) for a limited partnership that changes the limited partnership's name or is formed on
or after May 4, 2022, the number sequence "911."
Section 9. Section 
48-3a-108
 is amended to read:
48-3a-108.
Permitted names.
(1) Except as provided in Section 
48-3a-1104
 or 
48-3a-1302
, the name of a limited
liability company [
must
] 
shall
 contain the words "limited liability company" or "limited
company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated
as "Ltd.", and "company" may be abbreviated as "Co.".
(2) Except as authorized by Subsection (3), the name of a company [
must
] 
shall
 be
distinguishable as defined in Subsection (4) upon the records of the division from:
(a) the actual name, reserved name, or fictitious or assumed name of any entity
registered with the division; or
(b) any tradename, trademark, or service mark registered with the division.
(3) (a) A company may apply to the division for approval to file [
its
] 
the company's
certificate of organization under or to reserve a name that is not distinguishable upon the
division's records from one or more of the names described in Subsection (2).
(b) The division shall approve the name for which the company applies under
Subsection (3)(a) if:
(i) the other person whose name is not distinguishable from the name under which the
applicant desires to file:
(A) consents to the filing in writing; and
(B) submits an undertaking in a form satisfactory to the division to change [
its
] 
the
person's
 name to a name that is distinguishable from the name of the applicant; or
(ii) the applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to use the name in this state.
(4) A name is distinguishable from other names, trademarks, and service marks
registered with the division if [
it
] 
the name
 contains one or more different words, letters, or
numerals from other names upon the division's records.
(5) The following differences are not distinguishing:
(a) the term:
(i) "corp.";
(ii) "corporation";
(iii) "Inc.";
(iv) "incorporated";
(v) "professional corporation";
(vi) "P.C." or "PC";
(vii) "professional association";
(viii) "P.A." or "PA";
(ix) "professional limited liability company";
(x) "P.L.L.C." or "PLLC";
(xi) "company";
(xii) "limited partnership";
(xiii) "limited";
(xiv) "L.P." or "LP";
(xv) "Ltd.";
(xvi) "limited liability company";
(xvii) "limited company";
(xviii) "L.C." or "LC";
(xix) "L.L.C." or "LLC";
(xx) "registered limited liability partnership";
(xxi) "R.L.L.P." or "RLLP";
(xxii) "limited liability partnership";
(xxiii) "L.L.P." or "LLP";
(xxiv) "limited liability limited partnership";
(xxv) "L.L.L.P." or "LLLP";
(xxvi) "registered limited liability limited partnership"; or
(xxvii) "R.L.L.L.P." or "RLLLP";
(b) an abbreviation of a word listed in Subsection (5)(a);
(c) the presence or absence of the words or symbols of the words "the," "and," "a," or
"plus";
(d) differences in punctuation and special characters;
(e) differences in capitalization; or
(f) for a company that is formed in this state on or after May 4, 1998, or registered as a
foreign company in this state on or after May 4, 1998, differences in singular and plural forms
of words.
(6) The division may not approve for filing a name that implies that a limited liability
company is an agency of this state or any of [
its
] 
the state's
 political subdivisions, if [
it
] 
the 
limited liability company
 is not actually such a legally established agency or subdivision.
(7) The authorization to file a certificate under or to reserve or register a limited
liability company name as granted by the division does not:
(a) abrogate or limit the law governing unfair competition or unfair trade practices;
(b) derogate from the common law, the principles of equity, or the statutes of this state
or of the United States with respect to the right to acquire and protect names and trademarks; or
(c) create an exclusive right in geographic or generic terms contained within a name.
(8) The name of a limited liability company or foreign limited liability company may
not contain:
(a) the term:
(i) "association";
(ii) "corporation";
(iii) "incorporated";
(iv) "partnership";
(v) "limited partnership"; or
(vi) "L.P.";
(b) any word or abbreviation that is of like import to the words listed in Subsection
(8)(a);
(c) without the written consent of the United States Olympic Committee, the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; [
and
]
(d) without the written consent of the Division of Consumer Protection issued in
accordance with Section 
13-34-114
 the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution"[
.
]
; or
(e) for a limited liability company that changes the limited liability company's name or
is formed on or after May 4, 2022, the number sequence "911."
(9) (a) A person, other than a company formed under this chapter or a foreign company
authorized to transact business in this state, may not use in [
its
] 
the person's
 name in this state
the term:
(i) "limited liability company";
(ii) "limited company";
(iii) "L.L.C.";
(iv) "L.C.";
(v) "LLC"; or
(vi) "LC".
(b) Notwithstanding Subsection (2)(a):
(i) a foreign corporation whose actual name includes the term "limited" or "Ltd." may
use [
its
] 
the foreign corporation's
 actual name in this state if [
it
] 
the foreign corporation
 also
uses:
(A) "corporation" or "corp."; or
(B) "incorporated" or "Inc."; and
(ii) a limited liability partnership may use in [
its
] 
the limited liability partnership's
name the term:
(A) "limited liability partnership";
(B) "L.L.P."; or
(C) "LLP".