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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156B CERTAIN BUSINESS CORPORATIONS
  • Section 11 Name

Section 11. (a) A corporation may assume any name which, in the judgment of the state secretary, indicates that it is incorporated; but it shall not assume the name or trade name of another corporation established under the laws of the commonwealth, or of a corporation wherever established, firm, association or person carrying on business in the commonwealth, at the time of incorporation or change of name of the corporation assuming any such name or within three years prior thereto, or assume a name which is under reservation under the laws of the commonwealth for another or proposed corporation wherever established, or assume a name so similar to any of the foregoing as to be likely to be mistaken for it, except with the written consent of the said corporation, firm or association or of such person previously filed with the state secretary. The supreme judicial or superior court shall have jurisdiction in equity, upon the application of any person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of any provision of this section, although articles of organization or articles of amendment may have been approved and filed.

(b) If within thirty days after the date when articles of organization or articles of amendment effecting a change of name of any corporation are filed in the office of the state secretary, any corporation or person in whose name a corporate name is under reservation, or any other corporation or any firm, association or person carrying on business in the commonwealth at the time when such articles are so filed, or within three years prior thereto, shall protest in writing to the state secretary that the name assumed by the corporation is the same as the name, name under reservation or trade name of the party protesting or so similar thereto as to be likely to be mistaken for it, the state secretary shall, as soon as reasonably may be, hear the party protesting and the corporation which assumed the name, giving written notice of the hearing to each. If after the hearing the state secretary shall be of the opinion that the assuming of the name violates any provision of this section he shall file a statement withdrawing his approval of said articles of organization or articles of amendment in so far as they relate to the name assumed by the corporation and give written notice thereof to the party protesting and to the corporation, such withdrawal to take effect sixty days after the date of filing. After the expiration of said period of sixty days, the corporation shall have no right to use the name assumed and may be enjoined from doing business under such name by the supreme judicial or superior court upon application of the attorney general or any person interested or affected.

(c) Any person intending to organize a corporation, or any corporation intending to change its name, may reserve the exclusive right to the use of a corporate name. The reservation shall be made by filing with the state secretary an application to reserve a specific corporate name, signed by the applicant. If the name is available for corporate use under the laws of the commonwealth, the state secretary shall reserve the name for the exclusive use of the applicant for a period of thirty days. The state secretary may extend the reservation for an additional thirty days upon written request of the applicant.

(d) The fee for the reservation of a name, or the extension of a reservation, shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven and payment of the fee shall accompany the application.