Section 301. Corporate name; general  


Latest version.
  • (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.