Section 205. Reservation of name  


Latest version.
  • (a) Subject to section two hundred four of
      this  article,  the exclusive right to the use of a name may be reserved
      by:
        (1) any person intending to form or cause the formation of a  domestic
      limited liability company under this chapter;
        (2)  any  domestic limited liability company or any authorized foreign
      limited liability company intending to change its name;
        (3) any foreign limited  liability  company  intending  to  apply  for
      authority to do business in this state and to adopt that name; and
        (4)  any  person intending to form a foreign limited liability company
      and intending to have it apply for authority  to  do  business  in  this
      state.
        (b) A fictitious name for use pursuant to section eight hundred two of
      this chapter may be reserved by:
        (1)  any  foreign  limited  liability  company  intending to apply for
      authority to do business in this state pursuant to section eight hundred
      two of this chapter;
        (2) any authorized foreign  limited  liability  company  intending  to
      change  the  fictitious name under which it does business in this state;
      and
        (3) any authorized foreign limited liability company that has  changed
      its  name in its jurisdiction, such new name not being available in this
      state.
        (c) Application to reserve a limited liability company name  shall  be
      delivered  to  the  department of state. It shall set forth the name and
      address of the applicant, the name to be reserved and a statement of the
      basis for the application under subdivision (a) or (b) of this  section.
      The  secretary  of  state  may  require  that  there  be included in the
      application a statement as to the nature of the business to be conducted
      by the limited liability company it being sufficient  to  state,  either
      alone,  or  with  other  purposes,  that  the  limited liability company
      intends to  conduct  any  lawful  act  or  activity  for  which  limited
      liability  companies  may be formed under this chapter, provided that it
      also state that it is not intended to be formed to engage in any act  or
      activity  requiring  the  consent  or  approval  of  any state official,
      department, board or agency  or  other  body  without  such  consent  or
      approval  first  being obtained. If the name is available for use by the
      applicant for a limited liability company, the department of state shall
      reserve the name for the use of the applicant for a period of sixty days
      and  issue  a  certificate  of   reservation.   The   restrictions   and
      qualifications set forth in section two hundred four of this article are
      not  waived  by  the  issuance  of  a  certificate  of  reservation. The
      certificate of reservation shall include the name of the applicant,  the
      name   reserved   and  the  date  of  reservation.  The  certificate  of
      reservation (or in lieu thereof an affidavit by the applicant or by  his
      or  her  agent  or attorney that the certificate of reservation has been
      lost or destroyed) shall accompany the articles of organization  or  the
      application  for authority when either is delivered to the department of
      state. The secretary of state may extend the reservation for  additional
      periods  of  not  more than sixty days each, upon the written request of
      the applicant or his or her attorney in fact or agent delivered  to  the
      department  of  state  and  filed  before  expiration of the reservation
      period then in effect. Such  request  shall  have  attached  to  it  the
      certificate  of  reservation.  No more than two such extensions shall be
      granted.
        (d) Upon request of the applicant,  delivered  to  the  department  of
      state before the expiration of the reserved period, the department shall
      cancel the reservation.