§ 301 — Corporate name; general

New York § 301

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 3: Corporate Name and Service of Process

Text

§ 301. Corporate name; general.\n (a) Except as otherwise provided in this chapter, the name of a\ndomestic or foreign corporation:\n (1) Shall, unless the corporation is formed for charitable or\nreligious purposes, or for purposes for which the approval of the\ncommissioner of social services or the public health and health planning\ncouncil is required, or is a bar association, contain the word\n"corporation", "incorporated" or "limited" or an abbreviation of one of\nsuch words; or, in the case of a foreign corporation, it shall, for use\nin this state, add at the end of its name one of such words or an\nabbreviation thereof.\n (2) (A) Shall be such as to distinguish it from the names of\ncorporations of any kind, or a fictitious name of an authorized foreign\ncorporation filed pursuant to article thirteen of this chapter, as such\nnames appear on the index of names of existing domestic and authorized\nforeign corporations of any kind, including fictitious names of\nauthorized foreign corporations filed pursuant to article thirteen of\nthis chapter, in the department of state, division of corporations, or a\nname the right to which is reserved.\n (B) Shall be such as to distinguish it from (i) the names of domestic\nlimited liability companies, (ii) the names of authorized foreign\nlimited liability companies, (iii) the fictitious names of authorized\nforeign limited liability companies, (iv) the names of domestic limited\npartnerships, (v) the names of authorized foreign limited partnerships,\nor (vi) the fictitious names of authorized foreign limited partnerships,\nin each case, as such names appear on the index of names of existing\ndomestic and authorized foreign limited liability companies, including\nfictitious names of authorized foreign limited liability companies, in\nthe department of state, or on the index of names of existing domestic\nor authorized foreign limited partnerships, including fictitious names\nof authorized foreign limited partnerships, in the department of state,\nor names the rights to which are reserved; provided, however, that no\ncorporation that was formed prior to the effective date of this clause\nand no foreign corporation that was qualified to conduct activities in\nthis state prior to such effective date shall be required to change the\nname or fictitious name it had on such effective date solely by reason\nof such name or fictitious name being indistinguishable from the name or\nfictitious name of any domestic or authorized foreign limited liability\ncompany or limited partnership or from any name the right to which is\nreserved by or on behalf of any domestic or foreign limited liability\ncompany or limited partnership.\n (3) Shall not contain any word or phrase, or any abbreviation or\nderivative thereof, the use of which is prohibited or restricted by\nsection 404 (Approvals, notices and consents) or any other statute of\nthis state, unless in the latter case the restrictions have been\ncomplied with.\n (4) Shall not contain any word or phrase, or any abbreviation or\nderivative thereof, in a context which indicates or implies that the\ncorporation, if domestic, is formed or, if foreign, is authorized for\nany purpose or is possessed in this state of any power other than a\npurpose for which, or a power with which, the domestic corporation may\nbe and is formed or the foreign corporation is authorized.\n (5) (A) Shall not contain any of the following phrases, or any\nabbreviation or derivative thereof:\n state police\n state trooper\n (B) Shall not contain any of the following words, or any abbreviation\nor derivative thereof:\nacceptance fidelity mortgage\nannuity finance savings\nassurance guaranty surety\nbank indemnity title\nbond insurance trust\ncasualty investment underwriter\ndoctor lawyer\nendowment loan\nunless the approval of the superintendent of financial services is\nattached to the certificate of incorporation, or application for\nauthority or amendment thereof; or that the word "doctor", "lawyer", or\nthe phrase "state police" or "state trooper" or an abbreviation or\nderivation thereof, may be used in the name of a corporation the\nmembership of which is composed exclusively of doctors, lawyers, state\npolice officers or state troopers, respectively.\n (6) Shall not contain any words or phrases, or any abbreviation or\nderivative thereof in a context which will tend to mislead the public\ninto believing that the corporation is an agency or instrumentality of\nthe United States or the state of New York or a subdivision thereof or\nis a public corporation.\n (7) Shall not contain the word "cooperative" or an abbreviation,\ncontraction or derivative thereof.\n (8) Shall not contain any word or phrase, or any abbreviation or\nderivation thereof, which, separately, or in context, shall be indecent\nor obscene or shall ridicule or degrade any person, group, belief,\nbusiness or agency of government or indicate or imply any unlawful\nactivity.\n (9) Notwithstanding any other provision of this chapter, may, in the\ncase of a foundation organized for the sole purpose of publishing the\nliterary works of a deceased person, include the word "doctor" or any\nabbreviation or derivative thereof as part of its name if such word,\nabbreviation or derivative is used to identify the person whose works\nare to be published.\n