New York § 301 - 301Corporate name; general

§ 301. 301Corporate name; general

§ 301. Corporate name; general. (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 and health planning 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 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 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, notices 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 financial services 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 police officers 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.