Statute text
(1) An entity name shall not contain any term the inclusion of which would violate any statute of this state.
(2) Except as provided in section 7-90-604 (4.5), each entity name shall be distinguishable on the records of the secretary of state from every:
(a) Other entity name; and
(b) Name that is reserved with the secretary of state for another person as an entity name pursuant to section 7-90-602.
(c) (Deleted by amendment, L. 2004, p. 1544, 5, effective May 30, 2006.)
(d) (Deleted by amendment, L. 2003, p. 2298, 212, effective July 1, 2004.)
(3) In addition to the requirements of subsection (2) of this section:
(a) The entity name of a corporation shall contain the term or abbreviation "corporation", "incorporated", "company", "limited", "corp.", "inc.", "co.", or "ltd."; except that this paragraph (a) shall not apply to any of the following:
(I) A domestic corporation incorporated before January 1, 1959, whose domestic entity name has not been changed by amendment to its articles of incorporation effective after December 31, 1958;
(II) A domestic corporation incorporated under a statute of this state that permits the use of other names; or
(III) Savings and loan associations covered by section 11-41-102, C.R.S.
(b) The entity name of a nonprofit corporation may, but need not, contain the term or abbreviation "corporation", "incorporated", "company", "limited", "corp.", "inc.", "co.", or "ltd.".
(c) The entity name of a limited liability company shall contain the term or abbreviation "limited liability company", "ltd. liability company", "limited liability co.", "ltd. liability co.", "limited", "l.l.c.", "llc", or "ltd.".
(d) The entity name of a limited liability partnership shall contain the term or abbreviation "limited liability partnership", "registered limited liability partnership", "limited", "llp", "l.l.p.", "rllp", "r.l.l.p.", or "ltd.".
(e) (I) The entity name of a limited partnership, that is not a limited liability limited partnership, shall contain the term or abbreviation "limited partnership", "limited", "company", "l.p.", "lp", "ltd.", or "co.".
(II) Notwithstanding the provisions of subparagraph (I) of this paragraph (e), any limited partnership in existence on October 31, 1981, shall be entitled to elect to be governed by the provisions of article 62 of this title with the true name it had on October 31, 1981.
(f) (I) The entity name of a limited liability limited partnership shall contain the term or abbreviation "limited partnership", "limited", "company", "limited liability limited partnership" or "registered limited liability limited partnership", "l.p.", "lp","co.", "l.l.l.p.", "lllp", "LTD.", "r.l.l.l.p.", or "rlllp"; or
(II) When the name of a limited partnership that is registered as a limited liability limited partnership in the records of the office of the secretary of state is the same as that stated in a certificate of limited partnership, amended certificate of limited partnership, or statement of registration delivered on or after May 24, 1995, for filing by the secretary of state with respect to the limited partnership and if, upon filing of such certificate or statement, the name was modified by the addition of any word or initial to indicate that the limited partnership is a limited liability limited partnership, then the limited partnership may acquire, convey, and encumber title to real and personal property and otherwise deal in such name with or without the addition of such word or initial. The fact of the filing of such certificate or statement and the modification of the name of the limited partnership by such additional word or initial may be stated in an affidavit executed by a general partner of the limited partnership or a statement of authority executed pursuant to section 38-30-172, C.R.S., and shall be prima facie evidence of such facts and of the authority of the person executing the same to do so on behalf of the limited partnership. The affidavit may be recorded with the county clerk and recorder of any county.
(g) An entity name must meet the requirements of section 7-90-301 (5).
(h) The words or abbreviations "public benefit corporation", "P.B.C.", "PBC", and "Pub. Ben. Corp." may be used in an entity name only by corporations and cooperatives that are organized as public benefit corporations under part 5 of article 101 of this title 7.
(4) The entity name of a cooperative may, but need not, contain the term or abbreviation "cooperative", "association", "incorporated", "company", "limited", "coop", "ass'n", "assn", "assoc.", "inc.", "co.", or "ltd.".
(4.5) The entity name of a limited cooperative association shall contain the words "limited cooperative association" or "limited cooperative" or the abbreviation "L.C.A." or "LCA". "Limited" may be abbreviated as "Ltd.". "Cooperative" may be abbreviated as "Co-op" or "Coop". "Association" may be abbreviated as "Assoc." or "Assn.".
(5) For an entity that is specifically permitted by C.R.C.P. 265 or title 12, C.R.S., to use the words "professional company", "professional corporation", or abbreviations thereof in its name:
(a) "P.c." or "pc" shall be a permitted abbreviation for such an entity that is a corporation;
(b) "P.l.l.c." or "pllc" shall be a permitted abbreviation for such an entity that is a limited liability company;
(c) "P.l.l.p." or "pllp" shall be a permitted abbreviation for such an entity that is a limited liability partnership.
(6) The abbreviations stated in subsection (5) of this section are in addition to all others that may be permitted by law.
(7) (a) A person shall not use the word "cooperative" or an abbreviation or derivation of it as a part of its business or domestic entity name or as a trade name, trademark, service mark, brand, or designation except:
(I) An entity incorporated under or subject to article 55, 56, or 58 of this title 7, part 10 of article 16 of title 10, article 33.5 of title 38, or a similar law of another jurisdiction;
(II) An entity operated on a cooperative basis;
(III) An entity described in section 501 (c)(6) of the "Internal Revenue Code of 1986", as amended;
(IV) An association of two or more of the entities described in subparagraphs (I) to (III) of this paragraph (a); or
(V) As authorized by section 7-56-205 or as otherwise required or authorized by any other statute.
(b) An entity described in this subsection (7), or one or more members of such an entity, may, without the necessity of posting a bond, bring an action for an injunction or for actual damages incurred as a result of a violation of this subsection (7) or to enforce this subsection (7). Upon proof that the word "cooperative" or an abbreviation or derivation of that word is used in violation of this section, the court shall enter an order permanently enjoining such use of the word. The prevailing party in the action shall be awarded judgment against the other party for the attorney fees and costs of litigation incurred by the prevailing party in the action. This section shall not apply to any person that has been continuously using the word "cooperative" or an abbreviation or derivation of that word in the person's business on or before July 5, 1973, as part of its trade name, business name, trademark, service mark, brand, true name, or designation.
History
Source: L. 2000: Entire part added, p. 973, 47, effective July 1. L. 2002: (3)(f)(II) amended, p. 1844, 100, effective July 1; (3)(f)(II) amended, p. 1708, 98, effective October 1. L. 2003: (2) and (3) amended and (4) added, p. 2298, 212, effective July 1, 2004. L. 2004: (3)(c), (3)(e)(II), and (3)(f)(I) amended and (5) and (6) added, p. 1485, 225, effective July 1; (2) amended, p. 1544, 5, effective May 30, 2006. L. 2006: IP(5) amended, p. 874, 55, effective July 1. L. 2007: IP(2) amended, p. 242, 31, effective May 29. L. 2008: (7) added, p. 20, 6, effective August 5. L. 2011: (4.5) added, (SB 11-191), ch. 197, p. 820, 3, effective April 2, 2012. L. 2017: (3)(h) added, (HB 17-1200), ch. 386, p. 2001, 6, effective August 9. L. 2019: (3)(g), IP(7)(a), and (7)(a)(I) amended, (SB 19-086), ch. 166, p. 1921, 20, effective July 1, 2020.