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, unless  the  corporation  is  formed  for  charitable  or
      religious  purposes,  or  for  purposes  for  which  the approval of the
      commissioner  of  social  services  or  the  public  health  council  is
      required,  or  is  a  bar  association,  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)  (A)  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.
        (B) Shall be such as to distinguish it from (i) the names of  domestic
      limited  liability  companies,  (ii)  the  names  of  authorized foreign
      limited liability companies, (iii) the fictitious  names  of  authorized
      foreign  limited liability companies, (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 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 conduct activities 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
      section 404 (Approvals and consents) or 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:
                                    state police
                                    state trooper
        (B)  Shall not contain any of the following words, or any abbreviation
      or derivative thereof:
     
      acceptance             fidelity               mortgage
    
      annuity                finance                savings
     
      assurance              guaranty               surety
     
      bank                   indemnity              title
     
      bond                   insurance              trust
     
      casualty               investment             underwriter
     
      doctor                 lawyer
     
      endowment              loan
     
      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", "lawyer", or the phrase "state police" or "state
      trooper"  or  an  abbreviation or derivation thereof, may be used in the
      name of a corporation the membership of which is composed exclusively of
      doctors, lawyers, state policemen or state troopers, respectively.
        (6)  Shall not contain any words or phrases, or  any  abbreviation  or
      derivative  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.
        (7)   Shall not contain the word  "cooperative"  or  an  abbreviation,
      contraction or derivative thereof.
        (8)    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.
        (9)  Notwithstanding  any other provision of this chapter, may, in the
      case of a foundation organized for the sole purpose  of  publishing  the
      literary  works  of  a deceased person, include the word "doctor" or any
      abbreviation or derivative thereof as part of its  name  if  such  word,
      abbreviation  or  derivative  is used to identify the person whose works
      are to be published.