§ 301 — Corporate name; general

New York § 301

• Jurisdiction: New York
• Law BSC: Business 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 contain the word "corporation", "incorporated" or "limited",\nor an abbreviation of one of such words; or, in the case of a foreign\ncorporation, it shall, for use in this state, add at the end of its name\none of such words or an abbreviation thereof.\n (2) (i) Shall be such as to distinguish it from the names of\ncorporations of any type or kind, or a fictitious name of an authorized\nforeign corporation filed pursuant to article thirteen of this chapter,\nas such names appear on the index of names of existing domestic and\nauthorized foreign corporations of any type or kind, including\nfictitious names of authorized foreign corporations filed pursuant to\narticle thirteen of this chapter, in the department of state, division\nof corporations, or a name the right to which is reserved.\n (ii) Shall be such as to distinguish it from (A) the names of domestic\nlimited liability companies, (B) the names of authorized foreign limited\nliability companies, (C) the fictitious names of authorized foreign\nlimited liability companies, (D) the names of domestic limited\npartnerships, (E) the names of authorized foreign limited partnerships,\nor (F) 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 do business in this\nstate prior to such effective date shall be required to change the name\nor fictitious name it had on such effective date solely by reason of\nsuch 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 any\nother statute of this state, unless in the latter case the restrictions\nhave been complied 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 board of trade state police urban development\n chamber of commerce state trooper urban relocation\n community renewal tenant relocation\n (B) Shall not contain any of the following words, or any abbreviation\nor derivative thereof:\n acceptance endowment loan\n annuity fidelity mortgage\n assurance finance savings\n bank guaranty surety\n benefit indemnity title\n bond insurance trust\n casualty investment underwriter\n doctor lawyer\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" or "lawyer" or\nan abbreviation or derivation thereof is used in the name of a\nuniversity faculty practice corporation formed pursuant to section\nfourteen hundred twelve of the not-for-profit corporation law or a\nprofessional service corporation formed pursuant to article fifteen of\nthis chapter, or a foreign professional service corporation authorized\nto do business in this state pursuant to article fifteen-A of this\nchapter, the members or shareholders of which are composed exclusively\nof doctors or lawyers, respectively, or are used in a context which\nclearly denotes a purpose other than the practice of law or medicine.\n (6) Shall not, unless the approval of the state board of standards and\nappeals is attached to the certificate of incorporation, or application\nfor authority or amendment thereof, contain any of the following words\nor phrases, or any abbreviation or derivative thereof: union, labor,\ncouncil, industrial organization, in a context which indicates or\nimplies that the domestic corporation is formed or the foreign\ncorporation authorized as an organization of working men or women or\nwage earners or for the performance, rendition or sale of services as\nlabor or management consultant, adviser or specialist, or as negotiator\nor arbitrator in labor-management disputes.\n (7) Shall not, unless the approval of the state department of social\nservices is attached to the certificate of incorporation, or application\nfor authority or amendment thereof, contain the word "blind" or\n"handicapped". Such approval shall be granted by the state department of\nsocial services, if in its opinion the word "blind" or "handicapped" as\nused in the corporate name proposed will not tend to mislead or confuse\nthe public into believing that the corporation is organized for\ncharitable or non-profit purposes related to the blind or the\nhandicapped.\n (8) Shall not contain any words or phrases, or any abbreviation or\nderivation 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 (9) 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 (10) Shall not, unless the approval of the attorney general is\nattached to the certificate of incorporation, or application for\nauthority or amendment thereof, contain the word "exchange" or any\nabbreviation or derivative thereof. Such approval shall not be granted\nby the attorney general, if in his opinion the use of the word\n"exchange" in the proposed corporate name would falsely imply that the\ncorporation conducts its business at a place where trade is carried on\nin securities or commodities by brokers, dealers, or merchants.\n (11) Shall not, unless the consent of the commissioner of education is\nendorsed on or annexed to the certificate of incorporation, contain the\nwords "school;" "education;" "elementary;" "secondary;" "kindergarten;"\n"prekindergarten;" "preschool;" "nursery school;" "museum;" "history;"\n"historical;" "historical society;" "arboretum;" "library;" "college;"\n"university" or other term restricted by section two hundred twenty-four\nof the education law; "conservatory," "academy," or "institute," or any\nabbreviation or derivative of such terms. Such consent shall not be\ngranted by the commissioner of education, if in the commissioner's\nopinion, the use of such terms in the corporate name is likely to\nmislead or confuse the public into believing that the corporation is\norganized for non-profit educational purposes or for educational\nbusiness purposes that are not specified in the corporate purposes and\npowers contained in its certificate of incorporation.\n