2006 New York Code - Corporate Name; General.


 
  § 301. Corporate name; general.
    (a)  Except  as  otherwise  provided  in  this  chapter, the name of a
  domestic or foreign corporation:
    (1) Shall contain the word "corporation", "incorporated" or "limited",
  or an abbreviation of one of such words; or, in the case  of  a  foreign
  corporation, it shall, for use in this state, add at the end of its name
  one of such words or an abbreviation thereof.
    (2)  (i)  Shall  be  such  as  to  distinguish  it  from  the names of
  corporations of any type or kind, or a fictitious name of an  authorized
  foreign  corporation filed pursuant to article thirteen of this chapter,
  as such names appear on the index of  names  of  existing  domestic  and
  authorized   foreign   corporations  of  any  type  or  kind,  including
  fictitious names of authorized foreign corporations  filed  pursuant  to
  article  thirteen  of this chapter, in the department of state, division
  of corporations, or a name the right to which is reserved.
    (ii) Shall be such as to distinguish it from (A) the names of domestic
  limited liability companies, (B) the names of authorized foreign limited
  liability companies, (C) the  fictitious  names  of  authorized  foreign
  limited   liability   companies,  (D)  the  names  of  domestic  limited
  partnerships, (E) the names of authorized foreign limited  partnerships,
  or  (F) the fictitious names of authorized foreign limited partnerships,
  in each case, as such names appear on the index  of  names  of  existing
  domestic  and  authorized foreign limited liability companies, including
  fictitious names of authorized foreign limited liability  companies,  in
  the  department  of state, or on the index of names of existing domestic
  or authorized foreign limited partnerships, including  fictitious  names
  of  authorized foreign limited partnerships, in the department of state,
  or names the rights to which are reserved; provided,  however,  that  no
  corporation  that  was formed prior to the effective date of this clause
  and no foreign corporation that was qualified to  do  business  in  this
  state  prior to such effective date shall be required to change the name
  or fictitious name it had on such effective date  solely  by  reason  of
  such  name  or  fictitious name being indistinguishable from the name or
  fictitious name of any domestic or authorized foreign limited  liability
  company  or  limited  partnership or from any name the right to which is
  reserved by or on behalf of any domestic or  foreign  limited  liability
  company or limited partnership.
    (3)  Shall  not  contain  any  word  or phrase, or any abbreviation or
  derivative thereof, the use of which is prohibited or restricted by  any
  other  statute of this state, unless in the latter case the restrictions
  have been complied with.
    (4) Shall not contain any word  or  phrase,  or  any  abbreviation  or
  derivative  thereof,  in  a  context which indicates or implies that the
  corporation, if domestic, is formed or, if foreign,  is  authorized  for
  any  purpose  or  is  possessed  in this state of any power other than a
  purpose for which, or a power with which, the domestic  corporation  may
  be and is formed or the foreign corporation is authorized.
    (5)(A)  Shall  not  contain  any  of  the  following  phrases,  or any
  abbreviation or derivative thereof:
     board of trade         state police        urban development
     chamber of commerce    state trooper       urban relocation
     community renewal      tenant relocation
    (B) Shall not contain any of the following words, or any  abbreviation
  or derivative thereof:
     acceptance             endowment           loan
     annuity                fidelity            mortgage
     assurance              finance             savings
     bank                   guaranty            surety
     benefit                indemnity           title
     bond                   insurance           trust
     casualty               investment          underwriter
     doctor                 lawyer
  unless the approval of the superintendent of banks or the superintendent
  of  insurance,  as  appropriate,  is  attached  to  the  certificate  of
  incorporation, or application for authority  or  amendment  thereof;  or
  that  the  word  "doctor"  or  "lawyer" or an abbreviation or derivation
  thereof is used in the name of a university faculty practice corporation
  formed pursuant to section fourteen hundred twelve of the not-for-profit
  corporation law or a professional service corporation formed pursuant to
  article fifteen of this  chapter,  or  a  foreign  professional  service
  corporation  authorized to do business in this state pursuant to article
  fifteen-A of this chapter, the members  or  shareholders  of  which  are
  composed exclusively of doctors or lawyers, respectively, or are used in
  a context which clearly denotes a purpose other than the practice of law
  or medicine.
    (6) Shall not, unless the approval of the state board of standards and
  appeals  is attached to the certificate of incorporation, or application
  for authority or amendment thereof, contain any of the  following  words
  or  phrases,  or  any abbreviation or derivative thereof:  union, labor,
  council, industrial  organization,  in  a  context  which  indicates  or
  implies   that  the  domestic  corporation  is  formed  or  the  foreign
  corporation authorized as an organization of working  men  or  women  or
  wage  earners  or  for the performance, rendition or sale of services as
  labor or management consultant, adviser or specialist, or as  negotiator
  or arbitrator in labor-management disputes.
    (7)  Shall  not, unless the approval of the state department of social
  services is attached to the certificate of incorporation, or application
  for  authority  or  amendment  thereof,  contain  the  word  "blind"  or
  "handicapped". Such approval shall be granted by the state department of
  social  services, if in its opinion the word "blind" or "handicapped" as
  used in the corporate name proposed will not tend to mislead or  confuse
  the  public  into  believing  that  the  corporation  is  organized  for
  charitable  or  non-profit  purposes  related  to  the  blind   or   the
  handicapped.
    (8)  Shall  not  contain  any words or phrases, or any abbreviation or
  derivation thereof in a context which will tend to  mislead  the  public
  into  believing  that the corporation is an agency or instrumentality of
  the United States or the state of New York or a subdivision  thereof  or
  is a public corporation.
    (9)  Shall  not  contain  any  word  or phrase, or any abbreviation or
  derivation thereof, which, separately, or in context, shall be  indecent
  or  obscene,  or  shall  ridicule  or degrade any person, group, belief,
  business or agency of government, or  indicate  or  imply  any  unlawful
  activity.
    (10)  Shall  not,  unless  the  approval  of  the  attorney general is
  attached  to  the  certificate  of  incorporation,  or  application  for
  authority  or  amendment  thereof,  contain  the  word "exchange" or any
  abbreviation or derivative thereof. Such approval shall not  be  granted
  by  the  attorney  general,  if  in  his  opinion  the  use  of the word
  "exchange" in the proposed corporate name would falsely imply  that  the
  corporation  conducts  its business at a place where trade is carried on
  in securities or commodities by brokers, dealers, or merchants.
    (11) Shall not, unless the consent of the commissioner of education is
  endorsed on or annexed to the certificate of incorporation, contain  the
  words  "school;" "education;" "elementary;" "secondary;" "kindergarten;"
  "prekindergarten;" "preschool;" "nursery school;"  "museum;"  "history;"
  "historical;"  "historical  society;" "arboretum;" "library;" "college;"
  "university" or other term restricted by section two hundred twenty-four
  of the education law; "conservatory," "academy," or "institute," or  any
  abbreviation  or  derivative  of  such  terms. Such consent shall not be
  granted by the commissioner  of  education,  if  in  the  commissioner's
  opinion,  the  use  of  such  terms  in  the corporate name is likely to
  mislead or confuse the public into believing  that  the  corporation  is
  organized   for  non-profit  educational  purposes  or  for  educational
  business purposes that are not specified in the corporate  purposes  and
  powers contained in its certificate of incorporation.


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