MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (c)In a shareholder's proceeding under subsection(b)(1)to enjoin an unauthorized corporate act,the court may enjoin or set aside the act,if equitable and if all affected persons are parties to the proceeding,and may award damages for loss (other than anticipated profits)suffered by the corporation or another party because of enjoining the unauthorized act. CROSS-REFERENCES Corporate powers,see 3.02. Corporate purposes,see 3.01. Derivative proceedings,see ch.7D. Director standards of conduct,see $$8.30,8.60-8.63. Dissolution,see ch.14. Employee”defined,see§l.40. “Proceeding”defined,.see§l.40. 26
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 26 (c) In a shareholder’s proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. CROSS-REFERENCES Corporate powers, see § 3.02. Corporate purposes, see § 3.01. Derivative proceedings, see ch. 7D. Director standards of conduct, see §§ 8.30, 8.60-8.63. Dissolution, see ch. 14. “Employee” defined, see § 1.40. “Proceeding” defined, see § 1.40
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. CHAPTER 4 NAME §4.0l.Corporate name 4.02.Reserved name $4.03.Registered name 4.01.CORPORATE NAME (a)A corporate name: (I)must contain the word“corporation,”“incorporated,”“company,”or "limited,”or the abbreviation“corp.,”“inc.,”co.,”or"Itd.,”or words or abbreviations of like import in another language;and (2)may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 and its articles of incorporation. (b)Except as authorized by subsections(c)and(d),a corporate name must be distinguishable upon the records of the secretary of state from: (1)the corporate name of a corporation incorporated or authorized to transact business in this state. (2)a corporate name reserved or registered under section 4.02 or 4.03; (3)the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;and (4)the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state. (c)A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection(b).The secretary of state shall authorize use of the name applied for if: (1)the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation;or (2)the applicant delivers to the secretary of state 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 (d)A corporation may use the name(including the fictitious name)of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation (1)has merged with the other corporation; (2)has been formed by reorganization of the other corporation;or (3)has acquired all or substantially all of the assets,including the corporate name,of the other corporation. 27
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 27 CHAPTER 4 NAME § 4.01. Corporate name § 4.02. Reserved name § 4.03. Registered name § 4.01. CORPORATE NAME (a) A corporate name: (1) must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; and (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 and its articles of incorporation. (b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the secretary of state from: (1) the corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under section 4.02 or 4.03; (3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; and (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state. (c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or (2) the applicant delivers to the secretary of state 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. (d) A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (e)This Act does not control the use of fictitious names. CROSS-REFERENCES “Deliver,”see§1.40. Effective time and date of filing,see 1.23. Filing fees,.see§1.22 Filing requirements,see 1.20. Foreign corporations,see ch.15. Professional corporations,see Model Professional Corporation Supplement. Registered name,see 4.03. Reserved name,see 4.02 Statement of name in articles,see 2.02. 4.02.RESERVED NAME (a)A person may reserve the exclusive use of a corporate name,including a fictitious name for a foreign corporation whose corporate name is not available,by delivering an application to the secretary of state for filing.The application must set forth the name and address of the applicant and the name proposed to be reserved.If the secretary of state finds that the corporate name applied for is available,he shall reserve the name for the applicant's exclusive use for a nonrenewable 120-day period. (b)The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee CROSS-REFERENCES Availability of names,Section 4.01 Consent to use corporate name,see 4.01. “Deliver,”see§1.40. Effective time and date of filing,see 1.23. Filing fees,see 1.22. Filing requirements,see 1.20. Foreign corporation,see ch.15 Person”defined,see§1.40 Registered name,see 4.03. 4.03.REGISTERED NAME (a)A foreign corporation may register its corporate name,or its corporate name with any addition required by section 15.06,if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under section 4.01(b). 28
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 28 (e) This Act does not control the use of fictitious names. CROSS-REFERENCES “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. Filing fees, see § 1.22. Filing requirements, see § 1.20. Foreign corporations, see ch. 15. Professional corporations, see Model Professional Corporation Supplement. Registered name, see § 4.03. Reserved name, see § 4.02. Statement of name in articles, see § 2.02. § 4.02. RESERVED NAME (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he shall reserve the name for the applicant’s exclusive use for a nonrenewable 120-day period. (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee. CROSS-REFERENCES Availability of names, Section 4.01. Consent to use corporate name, see § 4.01. “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. Filing fees, see § 1.22. Filing requirements, see § 1.20. Foreign corporation, see ch. 15. “Person” defined, see § 1.40. Registered name, see § 4.03. § 4.03. REGISTERED NAME (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 15.06, if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under section 4.01(b)
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (b)A foreign corporation registers its corporate name,or its corporate name with any addition required by section 15.06,by delivering to the secretary of state for filing an application: (1)setting forth its corporate name,or its corporate name with any addition required by section 15.06,the state or country and date of its incorporation,and a brief description of the nature of the business in which it is engaged;and (2)accompanied by a certificate of existence(or a document of similar import)from the state or country of incorporation. (c)The name is registered for the applicant's exclusive use upon the effective date of the application. (d)A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application,which complies with the requirements of subsection(b),between October 1 and December 31 of the preceding year.The renewal application when filed renews the registration for the following calendar year. (e)A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this Act or by another foreign corporation thereafter authorized to transact business in this state.The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. CROSS-REFERENCES Certificate of existence,see $1.28 15.03 Consent to use corporate name,see 4.01. Deliver,.”see§1.40. Effective time and date of filing,see 1.23. Filing fees,.see§l.22 Filing requirements,see 1.20. Foreign corporations,see ch.15. Reserved name,see 4.02. "State'”defined,see§1.40. 29
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 29 (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 15.06, by delivering to the secretary of state for filing an application: (1) setting forth its corporate name, or its corporate name with any addition required by section 15.06, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. (c) The name is registered for the applicant’s exclusive use upon the effective date of the application. (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this Act or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. CROSS-REFERENCES Certificate of existence, see §§ 1.28 & 15.03. Consent to use corporate name, see § 4.01. “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. Filing fees, see § 1.22. Filing requirements, see § 1.20. Foreign corporations, see ch. 15. Reserved name, see § 4.02. “State” defined, see § 1.40
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. CHAPTER 5 OFFICE AND AGENT 5.01.Registered office and registered agent 5.02.Change of registered office or registered agent 5.03.Resignation of registered agent 5.04.Service on corporation 5.01.REGISTERED OFFICE AND REGISTERED AGENT Each corporation must continuously maintain in this state: (1)a registered office that may be the same as any of its places of business;and (2)a registered agent,who may be: (i)an individual who resides in this state and whose business office is identical with the registered office; (ii)a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office;or (iii)a foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office. CROSS-REFERENCES Annual report disclosure,see 16.21 Changing registered office or agent,see 5.02 Effect of dissolution of corporation,see 14.05 Foreign corporations,see ch.15. Involuntary dissolution for failure to appoint and maintain registered agent and office,see 14.20 Naming registered agent and office in articles of incorporation,see s 2.02. Principal office”: defined,see§l.4o. designated in annual report,see 16.21. Resignation of registered agent,see 5.03. Service on corporation,see 5.04. 5.02.CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (a)A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1)the name of the corporation; (2)the street address of its current registered office; (3)if the current registered office is to be changed,the street address of the new registered office, 30
MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 30 CHAPTER 5 OFFICE AND AGENT § 5.01. Registered office and registered agent § 5.02. Change of registered office or registered agent § 5.03. Resignation of registered agent § 5.04. Service on corporation § 5.01. REGISTERED OFFICE AND REGISTERED AGENT Each corporation must continuously maintain in this state: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent, who may be: (i) an individual who resides in this state and whose business office is identical with the registered office; (ii) a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or (iii) a foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office. CROSS-REFERENCES Annual report disclosure, see § 16.21. Changing registered office or agent, see § 5.02. Effect of dissolution of corporation, see § 14.05. Foreign corporations, see ch. 15. Involuntary dissolution for failure to appoint and maintain registered agent and office, see § 14.20. Naming registered agent and office in articles of incorporation, see § 2.02. “Principal office”: defined, see § 1.40. designated in annual report, see § 16.21. Resignation of registered agent, see § 5.03. Service on corporation, see § 5.04. § 5.02. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) the name of the corporation; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of the new registered office;