§ 302 — Corporate name; exceptions

New York § 302

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 3: Corporate Name and Service of Process

Text

§ 302. Corporate name; exceptions.\n (a) Any reference to a corporation in this section except as otherwise\nprovided herein shall include both domestic and foreign corporations.\n (b) The provisions of section 301 (Corporate name; general):\n (1) Shall not require any corporation, existing or authorized under\nany statute on the effective date of this chapter, to add to, modify or\notherwise change its corporate name; provided, however, that any\ncorporation organized or qualified to do business in this state under\nthis chapter which contains in its name any of the following words or\nphrases or any abbreviation or derivation thereof, "community renewal",\n"tenant relocation", "urban development" or "urban relocation", shall\nplainly and legibly state immediately following its name in any writing\nissued or authorized to be issued by it upon which its name appears,\nincluding, but not limited to, advertising material letterheads,\nbusiness cards and building directories and signs, the phrase "not a\ngovernmental agency".\n (2) Shall not prevent a corporation with which another corporation is\nmerged, or which is formed by the reorganization or consolidation of one\nor more other corporations or upon a sale, lease, exchange or other\ndisposition to a domestic corporation of all or substantially all the\nassets of another domestic corporation, including its name, as provided\nin paragraph (b) of Section 909 (Sale, lease, exchange or other\ndisposition of assets), from having the same name as any of such\ncorporations if at the time such other corporation was authorized or\nexisting under any statute of this state.\n (3) Shall not prevent a foreign corporation from being authorized\nunder a name which is similar to the name of a corporation of any type\nor kind existing or authorized under any statute, if the department of\nstate finds, upon proof by affidavit or otherwise as it may determine,\nthat a difference between such names exists in the terms or\nabbreviations indicating corporate character or otherwise, that the\napplicant has engaged in business as a corporation under its said name\nfor not less than ten consecutive years immediately prior to the date of\nits application that the business to be conducted in this state is not\nthe same as or similar to the business conducted by the corporation with\nwhose name it may conflict and that the public is not likely to be\nconfused or deceived, and if the applicant shall agree in its\napplication for authority to use with its corporate name, in this state,\nto be placed immediately under or following such name, the words "a\n......... (name of jurisdiction of incorporation) corporation".\n (4) Shall not prevent a "small business investment corporation" as\ndefined in an act of congress entitled "Small Business Investment Act of\n1958" from including the word "investment" as part of its name if such\nword is coupled with the words "small business".\n (5) Shall not prevent an "investment company" as defined in an act of\ncongress entitled "Investment Company Act of 1940" from including the\nword "finance" or "bond" as part of its name, if the approval of the\nsuperintendent of financial services is attached to the certificate of\nincorporation, application for authority, or amendment thereof.\n (6) Shall not prevent a broker or dealer in securities, as defined in\nan act of congress entitled "Securities Exchange Act of 1934", from\nincluding the word "investment" as part of its name if such word is\ncoupled with the words "broker" or "brokers" and if such broker or\ndealer is registered with the securities and exchange commission under\nthe provisions of section fifteen of the securities exchange act of\nnineteen hundred thirty-four and is also registered with the attorney\ngeneral under the provisions of section three hundred fifty-nine-e of\nthe general business law.\n (7) Shall not prevent an association of banks or trust companies\norganized as a non-profit membership corporation for the promotion of\nthe interests of member banks from including the word "bankers" as part\nof its corporate name.\n (8) Shall not prevent a bank holding company, as long as it is\nrequired to be registered under article III-A of the banking law or\nunder the federal Bank Holding Company Act, as each may be amended from\ntime to time, from using the words "bank", "banker" or "trusts" or any\nabbreviation, derivative or combination thereof as part of its corporate\nname, if the approval of the superintendent of financial services is\nattached to the certificate of incorporation, application for authority,\nor amendment thereof.\n