N.Y. Business Corporation Law § 301: Corporate name; general

§ 301. Corporate name; general.

(a) Except as otherwise provided in this chapter, the name of a

domestic or foreign corporation:

(1) Shall 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) (i) 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.

(ii) Shall be such as to distinguish it from (A) the names of domestic

limited liability companies, (B) the names of authorized foreign limited

liability companies, (C) the fictitious names of authorized foreign

limited liability companies, (D) the names of domestic limited

partnerships, (E) the names of authorized foreign limited partnerships,

or (F) 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 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 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 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:

board of trade state police urban development

chamber of commerce state trooper urban relocation

community renewal tenant relocation

(B) Shall not contain any of the following words, or any abbreviation

or derivative thereof:

acceptance endowment loan

annuity fidelity mortgage

assurance finance savings

bank guaranty surety

benefit indemnity title

bond insurance trust

casualty investment underwriter

doctor lawyer

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" or "lawyer" or

an abbreviation or derivation thereof is used in the name of a

university faculty practice corporation formed pursuant to section

fourteen hundred twelve of the not-for-profit corporation law or a

professional service corporation formed pursuant to article fifteen of

this chapter, or a foreign professional service corporation authorized

to do business in this state pursuant to article fifteen-A of this

chapter, the members or shareholders of which are composed exclusively

of doctors or lawyers, respectively, or are used in a context which

clearly denotes a purpose other than the practice of law or medicine.

(6) Shall not, unless the approval of the state board of standards and

appeals is attached to the certificate of incorporation, or application

for authority or amendment thereof, contain any of the following words

or phrases, or any abbreviation or derivative thereof: union, labor,

council, industrial organization, in a context which indicates or

implies that the domestic corporation is formed or the foreign

corporation authorized as an organization of working men or women or

wage earners or for the performance, rendition or sale of services as

labor or management consultant, adviser or specialist, or as negotiator

or arbitrator in labor-management disputes.

(7) Shall not, unless the approval of the state department of social

services is attached to the certificate of incorporation, or application

for authority or amendment thereof, 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 corporate name proposed will not tend to mislead or confuse

the public into believing that the corporation is organized for

charitable or non-profit purposes related to the blind or the

handicapped.

(8) Shall not contain any words or phrases, or any abbreviation or

derivation 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.

(9) 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.

(10) Shall not, unless the approval of the attorney general is

attached to the certificate of incorporation, or application for

authority or amendment thereof, contain the word "exchange" or any

abbreviation or derivative thereof. Such approval shall not be granted

by the attorney general, if in his opinion the use of the word

"exchange" in the proposed corporate name would falsely imply that the

corporation conducts its business at a place where trade is carried on

in securities or commodities by brokers, dealers, or merchants.

(11) Shall not, unless the consent of the commissioner of education is

endorsed on or annexed to the certificate of incorporation, contain the

words "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. Such consent shall not be

granted by the commissioner of education, if in the commissioner's

opinion, the use of such terms in the corporate name is likely to

mislead or confuse the public into believing that the corporation is

organized for non-profit educational purposes or for educational

business purposes that are not specified in the corporate purposes and

powers contained in its certificate of incorporation.