Current through Register Vol. 46, No. 12, March 20, 2024
This section furnishes general guidelines used to determine
whether a proposed name is acceptable as the name of an entity in the records
of the Secretary of State.
(a)
Definitions.
(1) The term entity means a
domestic corporation, limited liability company, limited partnership or
registered limited liability partnership or foreign corporation, limited
liability company, limited partnership or New York registered foreign limited
liability partnership.
(2) The term
name means the real name of a domestic corporation, limited liability company,
limited partnership or registered limited liability partnership or the real or
fictitious name of a foreign corporation, limited liability company, limited
partnership or New York registered foreign limited liability
partnership.
(3) The term existing
entity means a domestic corporation, limited liability company or limited
partnership that has not been dissolved, annulled, or had its authority to do
business cancelled or revoked, or a foreign corporation, limited liability
company or limited partnership that has not surrendered its authority,
terminated its existence or had its authority to do business or conduct
activities annulled.
(4) Entity
indicator means the words "corporation," "incorporated," "limited," "limited
liability company," "professional service limited liability company,"
"professional service corporation," "design professional corporation," "limited
partnership," "limited liability partnership," "registered limited liability
partnership" or any permitted abbreviation thereof used in the name of an
entity. An entity indicator must be separate from other words or parts of words
in the entity name to be considered an entity indicator.
(5) Key word means a word other than an
article of speech, preposition, conjunction, or an entity indicator.
(b) General matters.
(1) Typography. A name may consist of only
letters of the English alphabet, Arabic and Roman numerals, and symbols capable
of being reproduced on a standard English language keyboard.
(2) Special characters and punctuation.
(i) The following special characters will be
allowed in the name, however they will not, by themselves, make a name
distinguishable: ampersand (&), asterisk (*), backslash (\), left brace (),
right brace (OE), greater than sign (>), and less than sign
(<).
(ii) The following special
characters will be allowed in the name and will, by themselves, make a name
distinguishable: at sign (@), dollar sign ($), equal to sign (=), percentage
sign (%), plus sign (k), number sign (#), and cent sign (¢).
(iii) The following punctuation marks will be
allowed in the name, however they will not, by themselves, make a name
distinguishable: apostrophe ('), left bracket ([), right bracket (]), colon
(:), comma (,), dash or hyphen (-), exclamation point (!), left parenthesis
((), right parenthesis ()), period (.), question mark (?), single quote mark
("), double quote mark (" "), semicolon (;) and slash (/).
(3) Terms indicating form. A name shall
contain no more than one entity indicator. An entity indicator of one form
shall not be used as part of the name of an entity of a different form. An
entity indicator shall not be used as part of an assumed name.
(4) Every initial certificate and every
certificate amending the name of an entity shall include an English translation
of the entity's name if the name contains a word or words in a language other
than English.
(c)
Distinguishable names. In order to be accepted for filing, a proposed name of a
domestic corporation, limited liability company or limited partnership or
foreign corporation, limited liability company or limited partnership must be
distinguishable from the name of any existing entity and from any reserved name
on the records of the Secretary of State. A name is distinguishable if:
(1) each name contains one or more different
letters or numerals, or has a different sequence of letters or numerals, except
that adding or deleting the letter "s" to make a word plural, singular, or
possessive shall not make a name distinguishable; or
(2) one of the key words is different;
or
(3) the key words are the same,
but they are in a different order; or
(4) the key word or words are the same, but
the spelling of at least one key word is different.
(d) Indistinguishable names. A proposed name
is not distinguishable from the name of any other existing entity or from a
reserved name if the only difference between them is one or more of the
following:
(1) differences in punctuation or
hyphenation, use of plural or possessive form of the same word, differences in
tense, including present versus past tense, or the addition or omission of
spaces between words or letters;
(2) as determined by the Department of State,
the addition or omission of any article of speech, preposition or conjunction
or use of a contraction of words in the name of the existing entity or reserved
name;
(3) as determined by the
Department of State, use of the commonly used abbreviation of a word in one
name and the spelling out of a word in another name;
(4) the use of special characters instead of
spelling out the names of special characters or what they stand for, or vice
versa, as determined by the Department of State. The use of the special
character shall be considered the equivalent of the spelling of the name of the
special character;
(5) addition or
exclusion of special characters other than those listed in subparagraph
(b)(2)(ii) of this section;
(6) the
expression of a number or numbers using letters instead of Arabic
numerals;
(7) the inclusion or
exclusion of an entity indicator (e.g., "corporation," "limited liability
company," etc.) or any abbreviation thereof;
(8) addition or omission of the word or
abbreviations of "company" or "companies";
(9) deviations from or derivatives of the
same key word, as determined by the department;
(10) differences between upper and lower case
letters, typeface or font.
(e) The filing of a name does not grant
rights or interests in that name. The Department of State's role is
ministerial. The Secretary of State does not have the power to determine or
settle competing claims to a name under other statutes or under common
law.
(f) The methodology used by
the Department of State to ascertain whether a proposed name is acceptable will
not insure that in all instances a name which is unacceptable is rejected. It
is the responsibility of the entity to determine to its satisfaction that the
proposed name is in compliance with all applicable laws and rules. When a name
which has been accepted for filing is later found to be unacceptable, the
Department of State will notify the entity that it is required to amend the
filed document in order to comply with all applicable statutory and regulatory
provisions. Upon the failure of the entity to amend the filed document within
30 days of such notification, its authority to carry on, conduct or transact
business or conduct activities in this State shall be suspended by the
Department of State. If, at any time following the suspension of an entity's
authority to carry on, conduct or transact business or conduct activities in
this State, pursuant to this subdivision, such entity shall amend its filed
document so as to comply with all applicable statutory and regulatory
provisions, or if the Department of State shall determine that the filed name
is acceptable, the suspension shall be annulled and the entity's authority to
carry on, conduct or transact business or conduct activities in this State
shall be restored and continue as if no suspension had occurred.
(g) The conditions set forth in these
regulations are not exclusive, and the Secretary of State may exercise
discretion in determining whether a proposed name is distinguishable from the
real or fictitious name of an existing domestic or foreign authorized
organization or a reserved name.