Legislation
SECTION 302
Corporate name; exceptions
Business Corporation (BSC) CHAPTER 4, ARTICLE 3
§ 302. Corporate name; exceptions.
(a) Any reference to a corporation in this section except as otherwise
provided herein shall include both domestic and foreign corporations.
(b) The provisions of section 301 (Corporate name; general):
(1) Shall not require any corporation, existing or authorized under
any statute on the effective date of this chapter, to add to, modify or
otherwise change its corporate name; provided, however, that any
corporation organized or qualified to do business in this state under
this chapter which contains in its name any of the following words or
phrases or any abbreviation or derivation thereof, "community renewal",
"tenant relocation", "urban development" or "urban relocation", shall
plainly and legibly state immediately following its name in any writing
issued or authorized to be issued by it upon which its name appears,
including, but not limited to, advertising material letterheads,
business cards and building directories and signs, the phrase "not a
governmental agency".
(2) Shall not prevent a corporation with which another corporation is
merged, or which is formed by the reorganization or consolidation of one
or more other corporations or upon a sale, lease, exchange or other
disposition to a domestic corporation of all or substantially all the
assets of another domestic corporation, including its name, as provided
in paragraph (b) of Section 909 (Sale, lease, exchange or other
disposition of assets), from having the same name as any of such
corporations if at the time such other corporation was authorized or
existing under any statute of this state.
(3) Shall not prevent a foreign corporation from being authorized
under a name which is similar to the name of a corporation of any type
or kind existing or authorized under any statute, if the department of
state finds, upon proof by affidavit or otherwise as it may determine,
that a difference between such names exists in the terms or
abbreviations indicating corporate character or otherwise, that the
applicant has engaged in business as a corporation under its said name
for not less than ten consecutive years immediately prior to the date of
its application that the business to be conducted in this state is not
the same as or similar to the business conducted by the corporation with
whose name it may conflict and that the public is not likely to be
confused or deceived, and if the applicant shall agree in its
application for authority to use with its corporate name, in this state,
to be placed immediately under or following such name, the words "a
......... (name of jurisdiction of incorporation) corporation".
(4) Shall not prevent a "small business investment corporation" as
defined in an act of congress entitled "Small Business Investment Act of
1958" from including the word "investment" as part of its name if such
word is coupled with the words "small business".
(5) Shall not prevent an "investment company" as defined in an act of
congress entitled "Investment Company Act of 1940" from including the
word "finance" or "bond" as part of its name, if the approval of the
superintendent of financial services is attached to the certificate of
incorporation, application for authority, or amendment thereof.
(6) Shall not prevent a broker or dealer in securities, as defined in
an act of congress entitled "Securities Exchange Act of 1934", from
including the word "investment" as part of its name if such word is
coupled with the words "broker" or "brokers" and if such broker or
dealer is registered with the securities and exchange commission under
the provisions of section fifteen of the securities exchange act of
nineteen hundred thirty-four and is also registered with the attorney
general under the provisions of section three hundred fifty-nine-e of
the general business law.
(7) Shall not prevent an association of banks or trust companies
organized as a non-profit membership corporation for the promotion of
the interests of member banks from including the word "bankers" as part
of its corporate name.
(8) Shall not prevent a bank holding company, as long as it is
required to be registered under article III-A of the banking law or
under the federal Bank Holding Company Act, as each may be amended from
time to time, from using the words "bank", "banker" or "trusts" or any
abbreviation, derivative or combination thereof as part of its corporate
name, if the approval of the superintendent of financial services is
attached to the certificate of incorporation, application for authority,
or amendment thereof.
(a) Any reference to a corporation in this section except as otherwise
provided herein shall include both domestic and foreign corporations.
(b) The provisions of section 301 (Corporate name; general):
(1) Shall not require any corporation, existing or authorized under
any statute on the effective date of this chapter, to add to, modify or
otherwise change its corporate name; provided, however, that any
corporation organized or qualified to do business in this state under
this chapter which contains in its name any of the following words or
phrases or any abbreviation or derivation thereof, "community renewal",
"tenant relocation", "urban development" or "urban relocation", shall
plainly and legibly state immediately following its name in any writing
issued or authorized to be issued by it upon which its name appears,
including, but not limited to, advertising material letterheads,
business cards and building directories and signs, the phrase "not a
governmental agency".
(2) Shall not prevent a corporation with which another corporation is
merged, or which is formed by the reorganization or consolidation of one
or more other corporations or upon a sale, lease, exchange or other
disposition to a domestic corporation of all or substantially all the
assets of another domestic corporation, including its name, as provided
in paragraph (b) of Section 909 (Sale, lease, exchange or other
disposition of assets), from having the same name as any of such
corporations if at the time such other corporation was authorized or
existing under any statute of this state.
(3) Shall not prevent a foreign corporation from being authorized
under a name which is similar to the name of a corporation of any type
or kind existing or authorized under any statute, if the department of
state finds, upon proof by affidavit or otherwise as it may determine,
that a difference between such names exists in the terms or
abbreviations indicating corporate character or otherwise, that the
applicant has engaged in business as a corporation under its said name
for not less than ten consecutive years immediately prior to the date of
its application that the business to be conducted in this state is not
the same as or similar to the business conducted by the corporation with
whose name it may conflict and that the public is not likely to be
confused or deceived, and if the applicant shall agree in its
application for authority to use with its corporate name, in this state,
to be placed immediately under or following such name, the words "a
......... (name of jurisdiction of incorporation) corporation".
(4) Shall not prevent a "small business investment corporation" as
defined in an act of congress entitled "Small Business Investment Act of
1958" from including the word "investment" as part of its name if such
word is coupled with the words "small business".
(5) Shall not prevent an "investment company" as defined in an act of
congress entitled "Investment Company Act of 1940" from including the
word "finance" or "bond" as part of its name, if the approval of the
superintendent of financial services is attached to the certificate of
incorporation, application for authority, or amendment thereof.
(6) Shall not prevent a broker or dealer in securities, as defined in
an act of congress entitled "Securities Exchange Act of 1934", from
including the word "investment" as part of its name if such word is
coupled with the words "broker" or "brokers" and if such broker or
dealer is registered with the securities and exchange commission under
the provisions of section fifteen of the securities exchange act of
nineteen hundred thirty-four and is also registered with the attorney
general under the provisions of section three hundred fifty-nine-e of
the general business law.
(7) Shall not prevent an association of banks or trust companies
organized as a non-profit membership corporation for the promotion of
the interests of member banks from including the word "bankers" as part
of its corporate name.
(8) Shall not prevent a bank holding company, as long as it is
required to be registered under article III-A of the banking law or
under the federal Bank Holding Company Act, as each may be amended from
time to time, from using the words "bank", "banker" or "trusts" or any
abbreviation, derivative or combination thereof as part of its corporate
name, if the approval of the superintendent of financial services is
attached to the certificate of incorporation, application for authority,
or amendment thereof.