Section 17: Corporate Name Flashcards
How to name a corporation?
No corporate name shall be allowed by the Commission if it is not DISTINGUISHABLE from that already reserved or registered for the use of another corporation, or if such name is already protected by law, or when its use is contrary to existing law, rules and regulations
What is the test of infringement?
whether the similarity would MISLEAD the public
A name is not distinguishable even if:
a) The word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or an abbreviation of one of such words; and
b) Punctuations, articles, conjunctions, contractions, prepositions, abbreviations, different tenses, spacing, or number of the same word or phrase.
What will happen if there’s similarity with other corporation name’s?
The Security and Exchange of Commission, upon determination that the corporate name is:
(1) not distinguishable from a name already reserved or registered for the use of another corporation;
(2) already protected by law; or
(3) contrary to law, rules and regulations, may summarily order the corporation to immediately CEASE AND DESIST from using such name and require the corporation to register a new one.
The Commission shall also cause the removal of all visible signages, marks, advertisements, labels, prints and other effects bearing such corporate name. Upon the approval of the new corporate name, the Commission shall issue a certificate of incorporation under the amended name.
What is the remedy of the corporation who was able to register name first?
File an action for INJUNCTION to stop the other corp. from using the corporate NAME
de-registration of corporate name
Can you rename a corporate name?
Yes! by amending the articles of incorporation
