CHAPTER 221
SB 413 - FINAL VERSION
03/21/2018 1093s
2018 SESSION
18-2711
05/03
SENATE BILL 413
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Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.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
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.
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.
| 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 |
Jan. 1, 2019: II. Remainder shall take effect 01/01/2019
Aug. 7, 2018: I. Section 12 Effective 08/07/2018
June 8, 2018: Signed by the Governor on 06/08/2018; Chapter 0221
May 10, 2018: Enrolled (In recess 05/10/2018); SJ 18
May 10, 2018: Enrolled 05/10/2018
May 2, 2018: Ought to Pass: MA VV 05/02/2018
May 2, 2018: Committee Report: Ought to Pass for 05/02/2018 (Vote 17-0; CC) HC 17 P. 4
: Committee Report: Ought to Pass (Vote 17-0; CC)
April 17, 2018: Executive Session: 04/17/2018 01:30 PM LOB 302
April 17, 2018: Subcommittee Work Session: 04/17/2018 10:00 AM LOB 302
April 10, 2018: Public Hearing: 04/10/2018 10:15 AM LOB 302
March 22, 2018: Introduced 03/22/2018 and referred to Commerce and Consumer Affairs HJ 10 P. 53
March 21, 2018: Ought to Pass with Amendment 2018-1093s, MA, VV; OT3rdg; 03/21/2018; SJ 9
March 21, 2018: Committee Amendment # 2018-1093s, AA, VV; 03/21/2018; SJ 9
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
Jan. 30, 2018: Hearing: 01/30/2018, Room 102, LOB, 01:00 pm; SC 4
Jan. 3, 2018: To Be Introduced 01/03/2018 and Referred to Commerce; SJ 1