January 8, 1976
Subject:
Corporations; Corporate Name; Corporate Purpose
Requested by:
Mr. Jack Styles
Corporations Attorney
Department of the Secretary of State
Questions:
(1) Does the use of the word" design" in the name of a corporation organized pursuant to Chapter 55 of the General Statutes constitute the practice of architecture in violation of G.S. 83-1 and G.S. 83-12?
(2) Would the use of the phrase "Designs Unlimited" in the corporate name "Designs Unlimited of North Carolina, Inc." violate G.S. 55-12(b) if the only corporate purpose is to engage in the business of the manufacture and distribution of dried flower arrangements, household decorations and similar items?
Conclusions:
(1) No.
(2) Yes.
G.S. 83-1 (3) defines the practice of architecture as:
"…rendering or offering to render service by consultations, investigations, evaluations, preliminary studies, plans, specifications, contract documents and a coordination of all factors concerning the design and supervision of construction of buildings or any other service in connection with the designing or supervision of construction of buildings located within the boundaries of the State, regardless of whether such services are performed in connection with one or all of these duties, or whether they are performed in person or as the directing head of an office or organization performing them."
G.S. 83-12 makes it unlawful for any person to "…use any words, letters, figures, title, sign, card, advertisement, or other device to indicate that such person practices or offers to practice architecture…" without a valid certificate of admission to practice architecture issued by the North Carolina Board of Architecture.
The word "design" is defined in Ballentine’s Law Dictionary (3rd Ed. 1969) as "a purpose, usually combined with a plan, of action; an intent or aim…a sketch, plan, or pattern…. See architectural design; formal design." It is clear from the definitions of "architecture" and "design" that the use of the latter in the name of a corporation organized pursuant to Chapter 55 of the General Statutes does not constitute the unlawful practice of architecture in contravention of G.S. 83-12. The word "design" has a meaning separate and distinct from "architectural design", and the public is not misled into believing that a corporation that uses the word "design" in its name is engaged in the practice of architecture. G.S. 55-12(b) prohibits a corporation from using a name "which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its charter." When the word "design" is used without limitation in a corporate name, the public could surmise that the corporation is engaged in formulating and developing all types and varieties of designs. Since the corporate charter of "Designs Unlimited of North Carolina, Inc." limits the corporate purpose to the manufacture and distribution of dried flower arrangements, household decorations and similar items, the Secretary of State should not approve the use of the phrase "Designs Unlimited" in the corporate name because the corporate charter does not and cannot authorize the formulation or development of all designs.
Rufus L. Edmisten
Attorney General
John M. Silverstein
Special Deputy Attorney General