SB413 (2018) Detail

(New Title) relative to name availability for business organizations and relative to reinstatement of a limited liability company.


CHAPTER 221

SB 413 - FINAL VERSION

 

03/21/2018   1093s

2018 SESSION

18-2711

05/03

 

SENATE BILL 413

 

AN ACT relative to name availability for business organizations and relative to reinstatement of a limited liability company.

 

SPONSORS: Sen. Birdsell, Dist 19; Sen. Soucy, Dist 18; Rep. Butler, Carr. 7; Rep. John T. O'Connor, Rock. 6; Rep. Hunt, Ches. 11; Rep. Comtois, Belk. 7

 

COMMITTEE: Commerce

 

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AMENDED ANALYSIS

 

This bill establishes criteria for determining whether a proposed business name is distinguishable from an existing business name for purposes of registration with the secretary of state.  The bill also revises the procedure for reinstatement of a limited liability company by the secretary of state.

 

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Explanation: Matter added to current law appears in bold italics.

Matter removed from current law appears [in brackets and struckthrough.]

Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

03/21/2018   1093s 18-2711

05/03

 

STATE OF NEW HAMPSHIRE

 

In the Year of Our Lord Two Thousand Eighteen

 

AN ACT relative to name availability for business organizations and relative to reinstatement of a limited liability company.

 

Be it Enacted by the Senate and House of Representatives in General Court convened:

 

221:1  New Paragraph; Voluntary Corporations and Associations; Name.  Amend RSA 292:3 by inserting after paragraph II the following new paragraph:

II-a.  Except as authorized by paragraphs III and IV, a corporation name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the corporation name is:

(a)  An article.

(b)  Plural forms of the same word.

(c)  Phonetic spelling of the same name or word.

(d)  An abbreviation in place of a complete spelling of the name.

(e)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(f)  A change in a word or name indicating entity status.

(g)  The addition of a numeric designation, unless consent is granted by the current name holder.

(h)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(i)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(j)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:2  New Subsection; Business Corporation Act; Corporate Name.  Amend RSA 293-A:4.01 by inserting after subsection (b) the following new subsection:

(b-1)  Except as authorized by subsections (c) and (d), a corporate name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the corporate name is:

(1)  An article.

(2)  Plural forms of the same word.

(3)  Phonetic spelling of the same name or word.

(4)  An abbreviation in place of a complete spelling of the name.

(5)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(6)  A change in a word or name indicating entity status.

(7)  The addition of a numeric designation, unless consent is granted by the current name holder.

(8)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(9)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(10)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:3  New Subparagraph; New Hampshire Investment Trusts; Name.  Amend RSA 293-B:17, I by inserting after subparagraph (b) the following new subparagraph:

(b-1)  Except as authorized by subparagraphs (c) and (d), a New Hampshire investment trust name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the New Hampshire investment trust name is:

(1)  An article.

(2)  Plural forms of the same word.

(3)  Phonetic spelling of the same name or word.

(4)  An abbreviation in place of a complete spelling of the name.

(5)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(6)  A change in a word or name indicating entity status.

(7)  The addition of a numeric designation, unless consent is granted by the current name holder.

(8)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(9)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(10)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:4  New Subparagraph; Professional Corporations; Name.  Amend RSA 294-A:7, III by inserting after subparagraph (a) the following new subparagraph:

(a-1)  Except as authorized by subparagraphs (b) and (c), a professional corporation name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the professional corporation name is:

(1)  An article.

(2)  Plural forms of the same word.

(3)  Phonetic spelling of the same name or word.

(4)  An abbreviation in place of a complete spelling of the name.

(5)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(6)  A change in a word or name indicating entity status.

(7)  The addition of a numeric designation, unless consent is granted by the current name holder.

(8)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(9)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(10)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:5  New Paragraph; Cooperative Marketing and Rural Electrification Associations; Name.  Amend RSA 301:43-a by inserting after paragraph II the following new paragraph:

II-a.  Except as authorized by paragraphs III and IV, a cooperative name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the cooperative name is:

(a)  An article.

(b)  Plural forms of the same word.

(c)  Phonetic spelling of the same name or word.

(d)  An abbreviation in place of a complete spelling of the name.

(e)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(f)  A change in a word or name indicating entity status.

(g)  The addition of a numeric designation, unless consent is granted by the current name holder.

(h)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(i)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(j)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:6  New Paragraph; Uniform Partnership Act; Registered Limited Liability Partnerships; Name.  Amend RSA 304-A:45 by inserting after paragraph II the following new paragraph:

II-a.  Except as authorized by paragraphs III and IV, a registered limited liability partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the registered limited liability partnership name is:

(a)  An article.

(b)  Plural forms of the same word.

(c)  Phonetic spelling of the same name or word.

(d)  An abbreviation in place of a complete spelling of the name.

(e)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(f)  A change in a word or name indicating entity status.

(g)  The addition of a numeric designation, unless consent is granted by the current name holder.

(h)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(i)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(j)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:7  New Paragraph; Uniform Limited Partnership Act; Name.  Amend RSA 304-B:2 by inserting after paragraph III the following new paragraph:

III-a.  Except as authorized by paragraphs IV and V, a limited partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the limited partnership name is:

(a)  An article.

(b)  Plural forms of the same word.

(c)  Phonetic spelling of the same name or word.

(d)  An abbreviation in place of a complete spelling of the name.

(e)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(f)  A change in a word or name indicating entity status.

(g)  The addition of a numeric designation, unless consent is granted by the current name holder.

(h)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(i)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(j)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:8  New Paragraph; Limited Liability Companies; Name.  Amend RSA 304-C:32 by inserting after paragraph III the following new paragraph:

III-a.  Except as authorized by paragraphs IV, V, and VI, a limited liability company name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the limited liability company name is:

(a)  An article.

(b)  Plural forms of the same word.

(c)  Phonetic spelling of the same name or word.

(d)  An abbreviation in place of a complete spelling of the name.

(e)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(f)  A change in a word or name indicating entity status.

(g)  The addition of a numeric designation, unless consent is granted by the current name holder.

(h)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(i)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(j)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:9  New Subparagraph; Foreign Limited Liability Companies; Name.  Amend RSA 304-C:177, I by inserting after subparagraph (e) the following new subparagraph:

(e-1)  Except as authorized by subparagraphs (f) and (g), a foreign limited liability company name or a fictitious name used by a foreign limited liability company, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the foreign limited liability company name or the fictitious name is:

(1)  An article.

(2)  Plural forms of the same word.

(3)  Phonetic spelling of the same name or word.

(4)  An abbreviation in place of a complete spelling of the name.

(5)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(6)  A change in a word or name indicating entity status.

(7)  The addition of a numeric designation, unless consent is granted by the current name holder.

(8)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(9)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(10)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:10  New Paragraph; Registration of Foreign Partnerships; Name.  Amend RSA 305-A:2-e by inserting after paragraph I the following new paragraph:

I-a.  Except as authorized by paragraphs II and III, a foreign partnership name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the foreign partnership name is:

(a)  An article.

(b)  Plural forms of the same word.

(c)  Phonetic spelling of the same name or word.

(d)  An abbreviation in place of a complete spelling of the name.

(e)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(f)  A change in a word or name indicating entity status.

(g)  The addition of a numeric designation, unless consent is granted by the current name holder.

(h)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(i)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(j)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:11  New Subparagraph; Trade Names.  Amend RSA 349:1, IV by inserting after subparagraph (a) the following new subparagraph:

(a-1)  Except as authorized by subparagraphs (b) and (c), a trade name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the trade name is:

(1)  An article.

(2)  Plural forms of the same word.

(3)  Phonetic spelling of the same name or word.

(4)  An abbreviation in place of a complete spelling of the name.

(5)  A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.

(6)  A change in a word or name indicating entity status.

(7)  The addition of a numeric designation, unless consent is granted by the current name holder.

(8)  Differences in punctuation or special characters, unless it changes the clear meaning of the word.

(9)  Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.

(10)  An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.

221:12  Limited Liability Companies; Late Reinstatements.  RSA 304-C:145 is repealed and reenacted to read as follows:

304-C:145  Late Reinstatements - In General.

I.  A limited liability company administratively dissolved under RSA 304-C:136 may apply to the secretary of state for late reinstatement if more than 3 years have expired since the effective date of dissolution.  The application shall be in such form and contain such information as the secretary of state may require.

II.  Notice of the late reinstatement shall be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or, if none in this state, its registered office, is or was last located or the secretary of state's Internet website.  The notice shall:

(a)  Indicate that all interested parties are encouraged to submit comments.

(b)  Include the mailing address of the secretary of state.

III.  If the secretary of state determines that the information submitted in the application for late reinstatement is correct, that the limited liability company has made the notice required under paragraph II, that the application is accompanied by the fee required under RSA 304-C:191, II(f), and that the limited liability company should be reinstated, the secretary of state shall cancel the notice of dissolution and prepare a notice of reinstatement that recites the determination and the effective date of reinstatement and mail the notice to the limited liability company.

IV.  If the application for reinstatement included a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company and the fee required pursuant to RSA 304-C:191, II(d), and the notice shall constitute an amendment to the certificate of formation.  If the application for reinstatement included a change of the registered agent, the notice shall set forth the name of the new registered agent and the fee required pursuant to RSA 304-C:191, II(b).

V.  When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.

221:13  Effective Date.

I.  Section 12 of this act shall take effect 60 days after its passage.

II.  The remainder of this act shall take effect January 1, 2019.

 

Approved: June 08, 2018

Effective Date:

I. Section 12 shall take effect August 7, 2018.

II. Remainder shall take effect January 1, 2019.

Links

SB413 at GenCourtMobile

Action Dates

Date Body Type
Jan. 30, 2018 Senate Hearing
March 22, 2018 Senate Floor Vote
March 21, 2018 Senate Floor Vote
April 10, 2018 House Hearing
April 17, 2018 House Exec Session
House Floor Vote
May 2, 2018 House Floor Vote

Bill Text Revisions

SB413 Revision: 4136 Date: June 13, 2018, 4:29 p.m.
SB413 Revision: 3713 Date: May 3, 2018, 10:53 a.m.
SB413 Revision: 3297 Date: March 21, 2018, 3:11 p.m.
SB413 Revision: 2779 Date: Dec. 20, 2017, 11:51 a.m.

Docket

Date Status
Jan. 3, 2018 To Be Introduced 01/03/2018 and Referred to Commerce; SJ 1
Jan. 30, 2018 Hearing: 01/30/2018, Room 102, LOB, 01:00 pm; SC 4
March 22, 2018 Committee Report: Ought to Pass with Amendment # 2018-1093s, 03/22/2018; SC 13
March 21, 2018 Committee Report: Ought to Pass with Amendment # 2018-1093s, 03/21/2018; SC 13
March 21, 2018 Committee Amendment # 2018-1093s, AA, VV; 03/21/2018; SJ 9
March 21, 2018 Ought to Pass with Amendment 2018-1093s, MA, VV; OT3rdg; 03/21/2018; SJ 9
March 22, 2018 Introduced 03/22/2018 and referred to Commerce and Consumer Affairs HJ 10 P. 53
April 10, 2018 Public Hearing: 04/10/2018 10:15 AM LOB 302
April 17, 2018 Subcommittee Work Session: 04/17/2018 10:00 AM LOB 302
April 17, 2018 Executive Session: 04/17/2018 01:30 PM LOB 302
Committee Report: Ought to Pass (Vote 17-0; CC)
May 2, 2018 Committee Report: Ought to Pass for 05/02/2018 (Vote 17-0; CC) HC 17 P. 4
May 2, 2018 Ought to Pass: MA VV 05/02/2018
May 10, 2018 Enrolled 05/10/2018
May 10, 2018 Enrolled (In recess 05/10/2018); SJ 18
June 8, 2018 Signed by the Governor on 06/08/2018; Chapter 0221
Aug. 7, 2018 I. Section 12 Effective 08/07/2018
Jan. 1, 2019 II. Remainder shall take effect 01/01/2019