Section 130. Filing of certificates by persons conducting business under assumed name or as partners

1. No person shall hereafter (i)  carry  on
  or  conduct  or  transact  business  in  this  state  under  any name or
  designation other than his or its real name, or (ii) carry on or conduct
  or transact business in this state as a member of a partnership, unless:
    (a) Such person, if other than a corporation, limited  partnership  or
  limited liability company, shall file in the office of the clerk of each
  county  in  which such business is conducted or transacted a certificate
  setting forth the name or designation under which and the address within
  the county at which such business is conducted or transacted,  the  full
  name  or  names  of  the person or persons conducting or transacting the
  same, including the names of all partners, with the residence address of
  each such person, and the age of any person less than eighteen years  of
  age.  Each  certificate  shall  be executed and duly acknowledged by the
  person or, if there be more than one, by all of the  persons  conducting
  the business.
    (b)  Such  person,  if  a  corporation, limited partnership or limited
  liability company, shall file, together with the fees as  set  forth  in
  subdivision  five  of  this  section,  in the office of the secretary of
  state a certificate setting forth the name or  designation  under  which
  business  is  carried  on  or  conducted  or  transacted, its corporate,
  limited partnership or limited  liability  company  name,  the  location
  including  number and street, if any, of its principal place of business
  in the state, the name of each county  in  which  it  does  business  or
  intends to do business, and the location including number and street, if
  any, of each place where it carries on or conducts or transacts business
  in  this  state. Each certificate shall be executed by an officer of the
  corporation, a general partner of the limited partnership, a  member  or
  manager  of  a  limited  liability  company,  or  an attorney-in-fact or
  authorized person for such corporation, limited partnership, or  limited
  liability company, as the case may be. A corporation which carries on or
  conducts  or  transacts  business  in  this  state  as  a  member  of  a
  partnership or limited liability company shall not be required solely by
  reason thereof to file the certificate required by this paragraph if the
  partners shall have filed the certificate required by paragraph  (a)  of
  this subdivision.
    1-a. As used in this section, unless the context otherwise requires:
    (a)   "Person"   shall   mean   an  individual,  partnership,  limited
  partnership, corporation, limited liability company  and  unincorporated
  association;
    (b)  The "real name" of a corporation shall mean its corporate name as
  set forth in its certificate of incorporation;  the  "real  name"  of  a
  limited  partnership shall mean its name as set forth in its certificate
  of limited partnership; the "real name" of a limited  liability  company
  shall mean its name as set forth in its articles of organization and any
  generally  accepted,  understood  or  recognizable abbreviations of such
  names.
    (c) The use by a corporation, limited partnership or limited liability
  company of a divisional, departmental or trade name or  designation,  in
  conjunction  with  the real name of the corporation, limited partnership
  or limited liability company, shall be deemed to be the use of the  real
  name  of  the  corporation,  limited  partnership  or  limited liability
  company, for purposes of this section.
    2. (a) No individual, partnership, or unincorporated association shall
  hereafter use or  file  a  certificate  for  the  use  of  any  name  or
  designation  to  carry  on or conduct or transact business in this state
  which consists of or includes words, or initials and a  word  or  words,
  which  are  or  appear  to  be the full name or names, or the initial or

  initials and family  name  of  a  person  or  persons,  or  a  colorable
  simulation thereof, unless:
    (1)  the  words or initials and word or words appearing to be the full
  name or initials and family name of a person included, are the true full
  name or the initials and family name of the person or one of the persons
  conducting the business; or
    (2) the words or initials and words so included, which are  or  appear
  to  be  the  full  name, or the initials and family name, of any person,
  have a secondary, historic or geographic meaning  or  connotation  apart
  from  that  of  a  name of a person, and the name or designation so used
  contains a word or words clearly signifying such secondary, historic  or
  geographic  meaning  or  connotation, or is followed by the abbreviation
  "a.n.",  and  said  secondary,  historic  or   geographic   meaning   or
  connotation is stated in the certificate; or
    (3)  the  person  or persons conducting the business are successors in
  interest to the person or persons theretofore using such name  or  names
  to  carry  on  or  conduct  or  transact  business,  in  which  case the
  certificate filed shall so state.
    (b) Paragraph (a) of this subdivision shall not apply to corporations,
  limited partnerships, or limited liability companies.
    (c) No corporation, limited partnership or limited  liability  company
  shall  use  or file a certificate for the use of any name or designation
  to carry on or conduct or transact business in this state which consists
  of or includes a word or  words  the  use  of  which  is  prohibited  or
  restricted  by  subparagraphs  three  through eleven of paragraph (a) of
  section  three  hundred  one  of  the  business   corporation   law   or
  subparagraphs  three  through  nine  of  paragraph  (a) of section three
  hundred one and paragraph (w)  of  section  four  hundred  four  of  the
  not-for-profit corporation law, or paragraph three of subdivision (a) of
  section  121-102 of the partnership law, or subdivisions (d) through (i)
  of section two hundred  four  of  the  limited  liability  company  law,
  respectively,   without   having  obtained  any  necessary  consents  or
  approvals which would permit the use of the word or  words  pursuant  to
  such laws.
    3. Whenever a certificate which has been filed under this section does
  not  accurately  set forth the facts required by this section, or within
  thirty days after there has been a change  in  such  facts,  an  amended
  certificate shall be filed which shall identify the original certificate
  and  incorporate the corrections or changes. If such amended certificate
  is filed for the purpose of adding or withdrawing the name of any person
  to the original certificate as a person conducting a business  or  as  a
  partner, such amended certificate must be executed by such person and by
  any  one  or  more  of  the  other persons named in the original or last
  amended certificate, unless  otherwise  provided  by  an  order  of  the
  supreme  court. Any other amended certificate may be executed by any one
  or more of the persons named therein as a person conducting the business
  or as a partner or, in the case of a corporation, by an officer  of  the
  corporation,  in the case of a limited partnership, by a general partner
  of the limited partnership, or  in  the  case  of  a  limited  liability
  company,  by a member or manager of the limited liability company, or by
  an attorney-in-fact or authorized person for such  corporation,  limited
  partnership, or limited liability company, as the case may be.
    4.  A  certified  copy  of  the original certificate, or if an amended
  certificate has been filed, then of the most recent amended  certificate
  filed  shall be conspicuously displayed on the premises at each place in
  which the business for which the same was filed is conducted.
    5. (a) (1) The several county clerks  of  this  state  shall  keep  an
  alphabetical  index  of  all certificates, provided for herein, together

  with appropriate notations of the nature  of  amended  certificates  and
  certificates  of discontinuance, and for the indexing and filing of such
  certificates, they shall receive a fee as specified in paragraph two  of
  subdivision  (b)  of  section  eight  thousand  twenty-one  of the civil
  practice law and rules.
    (2)  A  county  clerk  may  adopt  a  new  indexing  system  utilizing
  electro-mechanical, electronic or any other method he deems suitable for
  maintaining the indexes.
    (b) (1) The secretary of state shall keep an alphabetical index of all
  certificates  filed pursuant to paragraph (b) of subdivision one of this
  section, together with appropriate notations of the  nature  of  amended
  certificates  and  certificates  of discontinuance; and for the indexing
  and filing of such certificates, the secretary of state shall receive  a
  fee of twenty-five dollars ($25.00).
    (2)  The  secretary  of state shall also collect from each corporation
  filing an assumed name certificate the fee  or  fees,  as  specified  in
  paragraph two of subdivision (b) of section eight thousand twenty-one of
  the  civil  practice  law  and  rules,  for  each  county  in  which the
  corporation does business or transacts business  or  intends  to  do  or
  transact  business,  as  indicated  in  the certificate. Any fee or fees
  collected by  the  secretary  of  state  for  filing  a  certificate  or
  certificates  with  a  county  clerk shall be transmitted to such county
  clerk together with a copy of  such  certificate  or  certificates,  for
  indexing  and filing as provided above, within ten (10) business days of
  the last day of the month in  which  such  fees  and  certificates  were
  received  by  the  secretary of state. The secretary of state shall also
  transmit to the appropriate county clerk or clerks within  such  ten-day
  period   a   copy   of  any  amended  certificates  or  certificates  of
  discontinuance received by the secretary of state  for  filing  in  such
  counties.
    6. A copy of a certificate filed under the provisions of this section,
  duly  certified  to  by  the county clerk or secretary of state in whose
  office the certificate is filed, shall be presumptive  evidence  in  all
  courts  of this state of the facts therein contained; provided, however,
  that neither the certificate itself nor the filing  thereof  shall,  for
  any  purpose  other  than this section, constitute or be construed as an
  admission by the filing person, or be used as evidence, that such person
  does or has done business or has carried  on,  conducted  or  transacted
  business in this state or any county therein, or intended to do so.
    7. Subdivision one of this section shall not apply to a person who, or
  a  partnership  which,  has duly filed a certificate of continued use of
  firm name under article seven of the partnership law, or  to  a  private
  banker  duly  authorized  by  the  superintendent  of banks to engage in
  business pursuant  to  the  provisions  of  the  banking  law  or  to  a
  partnership  of attorneys and counsellors-at-law engaged in the practice
  of their profession, and subdivision three of  this  section  shall  not
  apply  to  such  a  person or partnership who has filed a certificate of
  discontinuance under subdivision ten of this section.
    8. The failure to comply with the provisions of this section shall  in
  no  way  affect  the  rights of third persons, nor shall this section be
  deemed or construed  to  limit  the  liability  of  partners  under  the
  provisions of the partnership law.
    8-a.  The  acceptance  of  a  certificate  by  the county clerk or the
  secretary of state for filing pursuant to the provisions of this section
  shall not be construed to confer any right to or interest in  any  trade
  name;  nor  shall  any of the provisions of this section be construed to
  affect the rights to, or the enforcement of any  rights  to,  any  trade
  name acquired at any time under the common law of this state.

    9.  Any  person  or  persons  carrying  on,  conducting or transacting
  business as aforesaid, who knowingly fails to comply with the provisions
  of  this  section  or  who  knowingly  makes  a  false  statement  in  a
  certificate  filed  thereunder  shall  be  guilty  of a misdemeanor. Any
  person  or  persons  carrying  on, conducting or transacting business as
  aforesaid who fails to comply with the provisions of this section  shall
  be  prohibited from maintaining any action or proceeding in any court in
  this state on any contract, account or transaction made in a name  other
  than  its  real  name until the certificate required by this section has
  been executed and filed in accordance  with  the  provisions  set  forth
  herein.
    10.  If  the  business  for  which  a  certificate is filed under this
  section is discontinued, or the conditions under which it  is  conducted
  are  such  that  the  filing of a certificate in such county or with the
  secretary  of  state  is  no   longer   required,   a   certificate   of
  discontinuance may be filed with the county clerk with whom the original
  certificate  was  filed  or,  if  a corporation, limited partnership, or
  limited liability company, with the secretary of state, identifying such
  certificate and also identifying the amended certificate, if  any,  last
  previously  filed and certifying the facts by reason of which the filing
  of  a  certificate  is  no   longer   required.   The   certificate   of
  discontinuance  shall  be  executed  in  the  same manner as an original
  certificate and shall specify  the  date  on  which  the  discontinuance
  occurred or the conditions under which the business is conducted changed
  so  that  the  filing of a certificate is no longer required. The county
  clerk or, if a corporation, limited partnership,  or  limited  liability
  company,  the  secretary  of  state shall note the discontinuance in the
  index. A certificate of discontinuance shall be executed by  a  majority
  of  the  persons  named  in  the  original  certificate  or  the amended
  certificate last previously filed as persons conducting  or  transacting
  the  business  or  as  partners  or, in the case of a corporation, by an
  officer of the corporation, in the case of a limited partnership,  by  a
  general  partner of the limited partnership, or in the case of a limited
  liability company, by a member  or  manager  of  the  limited  liability
  company,  or  by  an  attorney-in-fact  or  authorized  person  for such
  corporation, limited partnership, or limited liability company,  as  the
  case  may  be,  provided  that  if  any  of  them  shall be deceased the
  certificate shall so state and may be executed  by  a  majority  of  the
  survivors,  or  by  the  executor  or administrator of a deceased person
  named in the original  certificate  or  last  previously  filed  amended
  certificate  as  the only person conducting or transacting the business,
  and provided further that any such signatures may be dispensed  with  by
  order of the supreme court.
    11.  Notwithstanding any other provision of this section, an education
  corporation may not file a  certificate  under  this  section  with  the
  secretary  of  state,  unless  the  consent  of  the board of regents is
  endorsed on or  annexed  thereto.  Nothing  in  this  subdivision  shall
  invalidate  a  certificate  lawfully  filed  by an education corporation
  pursuant  to  this  section  prior  to  the  effective  date   of   this
  subdivision.