Section 204. Limited liability company name  


Latest version.
  • The  name of each limited
      liability company as set forth in its articles of organization:
        (a) shall contain without abbreviation the  words  "Limited  Liability
      Company" or the abbreviation "L.L.C." or "LLC";
        (b)  (1)  shall  be such as to distinguish it from the name of (i) any
      domestic limited liability company, (ii) any authorized foreign  limited
      liability  company  or  (iii) a fictitious name of an authorized foreign
      limited liability company filed pursuant to section eight hundred two of
      this chapter, in each case, as such names appear on the index  of  names
      of  existing domestic and authorized foreign limited liability companies
      of any type or kind, including fictitious names  of  authorized  foreign
      limited  liability companies filed pursuant to section eight hundred two
      of this chapter, in the department of state, or names the right to which
      are reserved;
        (2) shall be such as to distinguish it from (i) the names of  domestic
      business  corporations,  domestic  not-for-profit corporations and other
      domestic corporations of any type or kind that are formed by a filing in
      the department of state, (ii) the names of authorized  foreign  business
      corporations,  authorized  foreign not-for-profit corporations and other
      authorized foreign corporations of any type or kind that are  authorized
      to do business or conduct activities in this state by reason of a filing
      in  the  department  of  state, (iii) the fictitious names of authorized
      foreign  business  corporations,   authorized   foreign   not-for-profit
      corporations  and  other  authorized foreign corporations of any type or
      kind that are authorized to do business or conduct  activities  in  this
      state  by  reason of a filing in the department of state, (iv) the names
      of domestic limited partnerships, (v) the names  of  authorized  foreign
      limited partnerships, or (vi) 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 corporations of any
      type  or  kind,  including  fictitious  names  of   authorized   foreign
      corporations  of any type or kind, 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 limited liability company that
      was formed prior to the effective date of this paragraph and no  foreign
      limited  liability  company  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 corporation or
      limited partnership or from any name the right to which is  reserved  by
      or  on  behalf  of  any  domestic  or  foreign  corporation  or  limited
      partnership;
        (c) shall, unless the limited liability  company  or  foreign  limited
      liability company shall have complied with the provisions of section one
      hundred  thirty  of  the  general  business law, be the name used by the
      limited liability company in its conduct of business;
        (d) 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;
        (e)  shall  not  contain  the following phrases or any abbreviation or
      derivative thereof:
                  board of trade                state police
                  chamber of commerce           state trooper
                  community renewal             tenant relocation
    
                  corporation                   urban development
                  incorporated                  urban relocation
                  partnership
        (f)  shall  not  contain  the  following words, or any abbreviation or
      derivative thereof:
                  acceptance                    guaranty
                  annuity                       indemnity
                  assurance                     insurance
                  attorney                      investment
                  bank                          lawyer
                  benefit                       loan
                  bond                          mortgage
                  casualty                      savings
                  doctor                        surety
                  endowment                     title
                  fidelity                      trust
                  finance                       underwriter
      unless the approval of the superintendent of banks or the superintendent
      of  insurance,  as  appropriate,  is  attached  to   the   articles   of
      organization  or unless the word "doctor" or "lawyer" or an abbreviation
      or derivative thereof is used  in  a  context  that  clearly  denotes  a
      purpose other than the practice of law or medicine;
        (g)  shall  not, unless the approval of the state department of social
      services is attached to the articles of organization or application  for
      authority,  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 limited
      liability company's proposed name will not tend to  mislead  or  confuse
      the  public  into  believing  that  the  limited  liability  company  is
      organized for charitable or nonprofit purposes related to the  blind  or
      the handicapped; and
        (h) shall not, unless the approval of the attorney general is attached
      to  the  articles  of organization or application for authority, contain
      the word "exchange" or any  abbreviation  or  derivative  thereof.  Such
      approval  shall  not be granted by the attorney general if in his or her
      opinion the  use  of  the  word  "exchange"  in  the  limited  liability
      company's  proposed  name would falsely imply that the limited liability
      company conducts its business at a place where trade is  carried  on  in
      securities or commodities by brokers, dealers or merchants.
        (i)  shall  not  contain  the  following terms: "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, shall have endorsed thereon or
      annexed thereto the consent of the commissioner of education.