LEXSTAT NY CLS BUS CORP § 301
NEW YORK CONSOLIDATED LAW SERVICE
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BUSINESS CORPORATION LAW
ARTICLE 3. CORPORATE NAME AND SERVICE OF PROCESS
GO TO CODE ARCHIVE DIRECTORY FOR THIS JURISDICTION
NY CLS Bus Corp § 301 (2004)
§ 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)
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(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
annuity
assurance
bank
benefit
bond
casualty
doctor lawyer
endowment loan
fidelity mortgage
finance savings
guaranty surety
indemnity title
insurance trust
investment underwriter
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" 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.
Legislative History:
Add, L 1961, ch 855, eff Sept 1, 1963.
Par (a), subpar (2), as separately amended by, L 1982, ch 590, § 1, eff Oct 20, 1982 and 1982, ch 832, § 2, eff Oct
25, 1982.
Par (a), subpar (5), add, L 1982, ch 832, § 3, eff Oct 25, 1982.
Former par (a), subpar (5), amd, L 1971, ch 537, eff Sept 1, 1971, deleted, L 1982, ch 832, § 3, eff Oct 25, 1982.
Par (a), subpar (7), add, L 1963, ch 861, eff Apr 26, 1963, amd, L 1978, ch 555, § 43, eff July 24, 1978,.
Par (a), subpar (8), add, L 1965, ch 765, eff Sept 1, 1965.
Par (a), subpar (9), add, L 1973, ch 961, amd, L 1974, Ch 750, eff June 7, 1974.
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Par (a), subpar (10), add, L 1981, ch 120, § 1, eff May 18, 1981.
Par (a), subpar (2), redesignated par (a), subpar (2), cl (i), L 2004, ch 344, § 2, eff Aug 10, 2004.
Previous par (a), subpar (2), as separately amended by, L 1982, ch 590, § 1, eff Oct 20, 1982 and 1982, ch 832, §
2, eff Oct 25, 1982; repealed, L 1999, ch 172, § 4, eff July 6, 1999.
Par (a), subpar (2), cl (i), formerly par (a), subpar (2), add, L 1999, ch 172, § 5, eff July 6, 1999; so designated par
(a), subpar (2), cl (i), L 2004, ch 344, § 2, eff Aug 10, 2004.
Par (a), subpar (2), cl (ii), add, L 2004, ch 344, § 2, eff Aug 10, 2004.
Par (a), subpar (5), amd, L 1983, ch 9, § 1, eff March 18, 1983, L 1993, ch 555, § 2, eff July 28, 1993.
Par (a), subpar (5), cl (A), amd, L 1993, ch 555, § 2, eff July 28, 1993.
The 1993 act deleted at fig 1 "relocaton"
Par (a), subpar (5), cl (B), second undesignated par, amd, L 1983, ch 505, § 4, eff Oct 17, 1983, L 1993, ch 555, §
2, eff July 28, 1993.
NOTES:
Explanatory Notes:
REVISION NOTES
Those provisions and words in Gen. Corp. L. § 9 appropriate to non-profit corporations and not pertinent to
business corporations have been omitted. Reference to names of fraternal orders have also been omitted. The use of
such names is covered by Penal L. § § 948 and 964. The provisions of this section and § 302 relate to names of
domestic and foreign corporations.
Paragraphs (a)(1), (2) and (4) are based on Model Act § 7. Paragraph (a)(1) sets forth words identifying the entity as
a corporation. In paragraph (a)(2) the words "tend to confuse or deceive" have been substituted for "calculated to
deceive" to give a clearer conception of a conflict though not necessarily a deception. Names reserved under section 303
are entitled to the same protection as names of existing corporations. Paragraph (a)(3) restricts the use of words which
are prohibited or restricted by other statutes, unless in the latter case the restrictions have been complied with. Paragraph
(a)(4) restricts the use of words which might imply that the corporate purposes or powers include those not permitted to
business corporations by statute or otherwise. Paragraph (a)(5) is derived from Gen. Corp. L. § 9 with the prohibited
words alphabetically arranged. The paragraph includes derivatives of words which are prohibited.
Paragraph (a)(6) refers to the restrictions in Gen. Corp. L. § 9-a. That part of the section referring to functions of the
board of standards and appeals properly belongs in the Labor L.
Cross References:
This section referred to in § § 302, 303, 806, 1512; CLS Gen Assn § 7-a; CLS Gen Bus § 130
Inapplicability to stock domestic insurer or stock authorized insurer, CLS Ins § 7(b)
Inapplicability to incorporated mutual domestic insurer or incorporated mutual authorized insurer, CLS Ins § 7(c)
Inapplicability to incorporated foreign insurer or incorporated alien insurer, CLS Ins § 7(d)
Name of incorporated joint-stock association, CLS Gen Assn § 7-a
Use of names and symbols, CLS Gen Bus Art 9-B § § 130-142
Use of certain governmental, miliatary or naval names, CLS Gen Bus § 138
Unlawful use of certain titles, CLS Gen Bus § 139
Unlawful use of name United Nations, CLS Gen Bus § 141
Codes, Rules and Regulations:
Searches for available corporate names and reservations. 19 NYCRR Part 146
Conflicting corporate names. 19 NYCRR Part 147
Law Reviews & Journals:
6A NY Jur 2d, Associations and Clubs § 59
14 NY Jur 2d, Business Relationships § § 115, 174, 177-180, 184-188, 197, 199
104 NY Jur 2d, Trade Regulation § 346
18 Am Jur 2d, Corporations § § 146-153, 257, 258, 262, 263, 265, 346, 348
NY Forms, Corporations 17:435
Matthew Bender's New York Practice Guides:
1 New York Practice Guide: Business and Commercial § § 6.02, 6.27, 6.29
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NY CLS Bus Corp § 301
Annotations:
Right to protection of corporate name, as between domestic corporation and foreign corporation not qualified to do
business in state. 26 ALR3d 994
Incorporation of company under particular name as creating exclusive right to such name. 68 ALR3d 1168
Use of "family name" by corporation as unfair competition. 72 ALR3d 8
Validity and application of statute prohibiting use of name descriptive of engineering by business organization not
practicing profession of engineering. 13 ALR4th 676
Law Reviews:
1977 Survey of New York Law: Business Associations. 29 Syracuse L Rev, No. 1, p. 261, Winter, 1978
Survey of New York Law: Corporations. 31 Syracuse L Rev 130, Winter, 1980
1974 Survey of New York Law: Business Associations. 26 Syracuse LR 197
Texts:
Bjorklund, Fishman & Kurtz, New York Nonprofit Law and Practice with Tax Analysis § 3-3
2 White on New York Corporations (13 ed, Matthew Bender) PP 301.01 et seq
FORMS:
See "FORMS" heading following "CASE NOTES", infra.
Case Notes 1. In general 2. Indication of corporate status 3. Requirement of dissimilarity 4. Prohibited words or
phrases 5. Miscellaneous
Corporation would not be allowed to change its name to "Financial World" in view of fact that "financial" was
clearly a derivative of "finance" and therefore proscribed by P 5 of subd (2) of § 301. Guenther Publishing Corp. v
Lomenzo (1968, 3d Dept) 29 AD2d 708, 286 NYS2d 497.
The prohibition set forth in P 5 is absolute and there is not, as in P 4 of subd (a), any requirement that the public be
misled. Guenther Publishing Corp. v Lomenzo (1968, 3d Dept) 29 AD2d 708, 286 NYS2d 497.
The Secretary of State is vested with discretion in the matter of permitting the amendment of a corporate name.
Frank Boufford Co. v Lomenzo (1972, 3d Dept) 38 AD2d 986, 329 NYS2d 644.
A corporation which had used the word "Vantage" in its name prior to its use by a second corporation was not
entitled to have the second corporation enjoined from using the word as part of its corporate name or business, since
there was little evidence of the likelihood of confusion in light of the businesses' different geographical locations and
the dissimilar kinds of services in which they specialized; however, the second corporation would be required to use
some qualifying word or phrase in conjunction with the word that would clearly distinguish its business from that of the
other. Vantage Careers, Inc. v Vantage Agency, Inc. (1981, 1st Dept) 79 AD2d 912, 434 NYS2d 428.
Subject to limitations imposed by the Constitution of the United States, a foreign corporation may be prevented
from doing business in this state, and, if granted leave to do business here, conditions may accompany the privilege.
Jervis Corp. v Secretary of State (1964) 43 Misc 2d 185, 250 NYS2d 544.
The general purpose of the statutes limiting use of corporate names is to protect the public and to prevent deception
and confusion. Jervis Corp. v Secretary of State (1964) 43 Misc 2d 185, 250 NYS2d 544.
It is significant that former § 9 of the General Corporation Law, dealing with name similarities, uses the
expression "calculated" to deceive, whereas in this provision of the Business Corporation Law the word used is "tend."
Jervis Corp. v Secretary of State (1964) 43 Misc 2d 185, 250 NYS2d 544.
Store manager was personally liable on debt as agent of undisclosed corporate principal where there was no
indication of corporate existence either in the name of the store or in business dealings between the parties, and where
the only public indication of corporate existence was a small sales tax authorization certificate in front window of store.
Judith Garden, Inc. v Mapel (1973) 73 Misc 2d 810, 342 NYS2d 486.
State racing commission regulation requiring that a thoroughbred horse's racing name be registered by its user with
the Jockey Club annually and giving the Jockey Club, a private organization right, in its discretion the right to refuse
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such registration went beyond the scope of commission's power as granting to private organization the power to nullify
effects of statutes regulating the use of trade names, business designations and assumed name and to substitute its
judgment for that of state agencies and courts concerning who may or may not use a particular name. Halpern v
Lomenzo (1975) 81 Misc 2d 467, 367 NYS2d 653.
The application of three licensed New York corporations, Shigoto International Corp., Shigoto Industries, Ltd., and
Sekai Manufacturing Co., Inc., seeking to direct the Secretary of State to strike the names Shigoto Far East Importers,
Ltd., and Sekai Far East Importers, Ltd., from the index of authorized foreign corporations is granted on the ground that
the challenged corporate names are clearly so similar, either with or without "Importers" added thereto, and tending to
confuse and deceive the public (Business Corporation Law, § 301, subd [a], par [2]) that the Secretary of State's
approval of the proposed corporate names was an abuse of discretion, and it is irrelevant if the petitioner corporations
are not yet doing business; although the Department of State has wide discretion in approving or denying proposed
corporate names under the statute, if the choice of the name is so wanting in logical premise as to be violative of good
sense and reason, the choice will be deemed an abuse of discretion. Shigoto International Corp. v Cuomo (1978) 101
Misc 2d 646, 421 NYS2d 784.
Any corporation using an assumed name prior to January 1, 1979, or seeking to now use an assumed name, is now
required to file a certificate with the Secretary of State pursuant to Section 130 of the General Business Law. A
corporation which is listed as a partner on a certificate filed with the county clerk prior to January 1, 1979, must register
with the Secretary of State if it is doing business under any name other than its corporate name. 1979 Op Atty Gen Mar
14. (Informal).
The proscription against use in a corporate name of the words set forth in Business Corporation Law, § 301(a)(5)
is applicable to corporations, domestic or foreign, unless the corporation had been authorized to do business by the
incorporating State prior to September 1, 1963. 1980 Op Atty Gen Sept 10 (formal).
Name of limited partnership may not contain word "limited" or abbreviation thereof without any additional
indication that entity is organized as limited partnership. Ops Atty Gen 88-61 (Informal).
CASE NOTES UNDER FORMER GEN CORP
1. In general
This section has been referred to, in the light of legislative intent in adopting the new Business Corporation Law, as
indicating how equivalent provisions of § 9 of the former General Corporation Law with respect to right to use the
name of a corporation after taking over all of its assets should be construed. Industrial Psychology, Inc. v Simon (1962,
1st Dept) 16 AD2d 114, 226 NYS2d 148.
Only the corporate name may be used by a corporation in the conduct of or in connection with its business. A
corporation may not conduct its business under an assumed name. People ex rel. Bayer v Ferdinand (1939) 172 Misc
595, 15 NYS2d 506.
The requirement under § 9 of the former Gen. Corp. L. that corporations shall take names that serve to distinguish
them from individual proprietors and partnerships applied only to corporations formed after Jan. 1, 1912. Recamier
Mfg. Co. v Harriet Hubbard Ayer, Inc. (1932, DC NY) 59 F2d 802.
Prohibited words may not be combined with others in the name of a business corporation. 1928 Ops Atty Gen 168.
The rule of practical interpretation did not apply in case of inadvertent acceptance of a corporate name which
violated the provisions of § 9 of the former Gen. Corp. L. through administrative error. 1961 Ops Atty Gen Nov 15.
2. Indication of corporate status
Where the name of a foreign corporation does not clearly indicate that it is a corporation and it is not willing to use
in this state such an affix or prefix as will indicate the necessary distinction the Secretary of State may deny its
application for authority to do business in this state. People ex rel. United Verde Copper Co. v Hugo (1917) 181 AD
149, 168 NYS 80.
Application of the "American Cigar Lighter Company" for leave to change its corporate name to "Electric Cigar
Lighter Company" denied, on the ground that the proposed name has not, as a part thereof, some word, abbreviation,
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affix or prefix thereto, which clearly indicated that the applicant was a corporation, as required by § 9 of the former
Gen. Corp. L, the word "company" does not indicate corporate nature. Re American Cigar Lighter Co. (1912) 77 Misc
643, 138 NYS 455.
The word "limited" in a corporate name was in compliance with § 9 of the former Gen. Corp. L. 1912 Ops Atty
Gen 65.
Under § 9 of the former Gen. Corp. L., even a membership corporation having for its purposes giving of voluntary
aid and furtherance of charity among its members was not relieved from the requirements necessitating words in its title
indicating that it was a corporation. 1913 Ops Atty Gen 144.
A change of name by a foreign corporation had to comply with the "corporate status" requirements of § 9 of the
former Gen Corp L, notwithstanding it was authorized to do business in New York prior to existence of the requirement.
1963 Ops Atty Gen Mar 27.
3. Requirement of dissimilarity
Sections 210 and 212 of the Former Gen. Corp. L. circumscribed the official action to be taken by the Secretary of
State under former § 9. He was not bound to go beyond the documents on file or presented to him in accordance with
the statute in order to determine whether to deny a certificate on the grounds of similarity of name. Historical data, good
faith and other equities were beyond the inquest which the Secretary of State is required to make. Barber Co. v
Department of State (1938) 277 NY 55, 12 NE2d 790.
Where the Material Men's Mercantile Association, Limited, sues to enjoin the New York Material Men's Mercantile
Association, Inc., from using its corporate name, and there is no evidence that the plaintiff has lost any customers to the
defendant because of similarity, but it is shown that some of plaintiff's customers have been led to believe that business
solicited by the defendant was solicited by the plaintiff, the plaintiff is not entitled to exclusive use of words in its name,
but the defendant cannot use its name without adding other words clearly distinguishing it from that of the plaintiff.
Material Men's Mercantile Ass'n v New York Material Men's Mercantile Ass'n (1915) 169 AD 843, 155 NYS 706, affd
without op 224 NY 670, 121 NE 878.
Notwithstanding § 40 of the former Gen. Corp. L., a court, having inherent power to modify or vacate its own
orders and judgments in interest of justice, would grant a motion of "Public National Bank of New York" to vacate an
order permitting "Bank of Europe" to assume name of "Republic Bank of New York," on ground that public was liable
to be deceived by similarity of names. Re Bank of Europe (1919) 109 Misc 363, 179 NYS 664, affd without op 191 AD
905, 181 NYS 927.
Action of the Secretary of State in denying a certificate to do business to a foreign corporation called Motor Club of
America, was upheld where the resemblance of the name to that of the local Automobile Club of America, Inc. was so
close "as to be calculated to deceive" within the restriction of this section, especially where the corporate powers were
almost identical and the places of business were the same, the test applied in restraining unfair competition not
necessarily being the same as under § 9 of the former Gen. Corp. L. Motor Club of America v Curran (1948) 193 Misc
157, 83 NYS2d 733, affd 274 AD 1083, 85 NYS2d 552, affd without op 299 NY 776, 87 NE2d 678.
The absence of any element of fraud in the use of the proposed new name bearing similarity to the name of another
corporation is not controlling; if there are reasonable grounds to conclude that the granting of the change will result in
injury to the complaining corporation it should be denied. Re United States Mortg. Co. (1895) 83 Hun 572, 32 NYS 11.
The fact of incorporation in New York under a certain name is not alone sufficient reason for granting injunctive
relief against the use of a similar name by a foreign corporation. The granting of a franchise by the state merely
sanctions the use of a name if it is otherwise lawful. It is not an adjudication of the legality of the name nor a decision as
to whether it may be used. Sterling Products Corp. v Sterling Products, Inc. (1942, DC NY) 43 F Supp 548, 52 USPQ
454.
4. Prohibited words or phrases
Since the word "Lloyds" has by general usage become synonymous with "insurance", the secretary of state was
justified in refusing to file a certificate incorporating a business corporation under the name "Lloyds, New York,
Incorporated," which proposed to act as agent for unincorporated Lloyds association, on grounds that it was likely to
deceive the public in that other companies were doing business under that name and because § 9 of the former Gen.
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Corp. L. forbade organization of any corporation with the name "insurance" except under Bank. Law or Insur. Law. Re
Barker (1909) 135 AD 16, 119 NYS 777.
Word "bank" used in combination with the word "electric," making word "Bankelectric" as part of the name of a
proposed corporation, violated, in letter and spirit, the provisions of § 9 of the former Gen. Corp. L. People ex rel.
Meyer Bank v Flynn (1930) 231 AD 763, 246 NYS 125.
Use of the word "finance," "financing," or an equivalent, in the name of a corporation organized under general
corporation laws was likewise prohibited by the former Gen. Corp. L., as construed in conjunction with the Banking
Law. Retailers Collateral Secur. Trading Corp. v Department of State (1958, 3d Dept) 6 AD2d 975, 176 NYS2d 429,
reh and app den (3d Dept) 6 AD2d 1018, 178 NYS2d 639; 1926 Ops Atty Gen 117.
While § 9 of the former Gen. Corp. L. did not expressly provide that the word "aid" should not be used in a
corporate name, it did prohibit the word "benefit", and the word "aid" would clearly indicate a benefit so that it would
seem clear that the meaning and intent of the statute was to prohibit the use of such word. Re Antipoller Mut. Aid Soc.
(1917) 100 Misc 589, 166 NYS 386.
The purpose specified in a proposed certificate of incorporation for "Hotel Roosevelt Employees Welfare
Association," that the corporation was designed to promote the well-being of employees, brought the proposed
corporation within former § 9-a and Mem. Corp. Law, § 11, subd. 1-a. Breen v Picard (1938) 167 Misc 561, 4
NYS2d 301, 3 BNA LRRM 797.
The word "union" as used in § 9-a of the former Gen. Corp. L. was intended to refer to its generally accepted
meaning as a labor union or organization of workers, and a corporation which admittedly was not such an organization
was properly denied the right to use such a name. Tool Owners Union v Roberts (1947) 190 Misc 577, 76 NYS2d 239.
Use of the words "insurance," "assurance," and other terms commonly associated with being engaged in the
insurance, casualty, or indemnity business by issuance of policies or contracts of insurance or indemnity, in the names
of corporations organized under general laws, was likewise prohibited by § 9 of the former Gen. Corp. L. and other
statutes. 1933 Ops Atty Gen 558.
Use of name "Dealerbanc Corporation" for a business corporation not engaged in banking was prohibited. 1940
Ops Atty Gen Mar 18.
"Bancredit" was prohibited as a corporate name. 1946 Ops Atty Gen Sept 10.
A foreign corporation may not be authorized to do business in this State if the word "lawyer" is part of its name and
it is not a non-profit membership corporation, the membership of which is composed exclusively of lawyers,
notwithstanding that it was formed in the foreign state prior to the enactment of the prohibitory provision. 1948 Ops
Atty Gen Dec 17.
Mere use of the word "insurance" in corporate names was forbidden regardless of the purposes of the corporation or
the character of the title as a whole. Hence, a certificate for the "Greater New York Insurance Co., Inc." was properly
refused for filing although corporation's business was to publicize the insurance industry and make arrangement for
demonstration and exhibitions on a day officially declared to be "Greater New York Insurance Day" by the mayor of
New York City. 1953 Ops Atty Gen Oct 7.
Even a corporation licensed pursuant to Banking Law Art 11-b to engage in the business of a sales finance
company was not thereby authorized to use the word "finance" as part of its corporate title. 1957 Ops Atty Gen Oct 24.
The word "banknote" may be used as part of a corporate name, notwithstanding the prohibition on use of the word
"bank" in such names. 1961 Ops Atty Gen Oct 10.
5. Miscellaneous
The state board of standards and appeals, under § 9-a of the former Gen. Corp. L. and Mem. Corp. Law, § 11,
subd. 1-a (as both were amended by L 1937 c 820), could approve or disapprove a proposed certificate of incorporation
of a corporation having for its purpose the formation of an organization of groups of working men and women,
depending on whether or not the corporation was one consistent in all respects with provisions of Labor Law, § § 700
to 716, as added by L 1937 c 443. Campbell v Picard (1937) 165 Misc 148, 300 NYS 515.
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A proposed certificate of incorporation for a corporation organized to conduct a registry or placement service for
nurses or other medical or hospital employees as a paid employment agency for such persons, is unobjectionable and
should be permitted to be filed. Such a corporation would not constitute the corporate practice of a profession where the
nurses and others would not be employees of the corporation but would enter into direct contractual arrangement with
those who need their services. 1953 Ops Atty Gen Oct 19.
FORMS
Form 1 -- Affidavit in Support of Motion for Preliminary Injunction Against Use of Similar Name
Form 2 -- Order to Show Cause on Motion for Preliminary Injunction against Use of Name
Form 3 -- Preliminary Injunction against Use of Name
Form 4 -- Complaint by Business Corporation to Enjoin Use of Corporate Name
Form 1
Affidavit in Support of Motion for Preliminary Injunction Against Use of Similar Name
[Title of court
and cause]
[Nature of paper and Index
Number, if assigned]
[Venue]
-----, being duly sworn, deposes and says: that he is the ----- of -----, Inc., plaintiff herein, which is a corporation
formed and existing under the Business Corporation Law of the State of New York [or, as the case may be] and duly
authorized to do business in New York State, as per certificate filed in the Office of the Secretary of State of the State of
New York on the --- day of -----, 19--.
That defendant is likewise a corporation, subsequently, and on or about the --- day of -----, 19--, purportedly formed
under and pursuant to the Business Corporation Law of the State of New York.
That plaintiff corporation was formed for the purpose, among others, of taking over and continuing a going business
which was then, and ever since on or about the --- day of -----, 19--, continuously had been, operating, as a retail store
selling clothing for men, women, and children for cash and on credit, under the ownership and management of ----- and
----- and under the assumed business or trade name of -----, which business, name, and good will were duly purchased,
acquired, and taken over by plaintiff corporation as of the --- day of -----, 19--, as successor in interest to the said ----and -----, said business having since been conducted under the name of plaintiff corporation, -----, Inc., which is
substantially the same as the prior trade name of the business, and at the same location, to-wit: -----, City of -----, -----,
but has grown and expanded over the years until it now occupies, requires, and employs the entire five floors and
basement of the business building at that location in furtherance of the business.
Plaintiff corporation and its predecessors ----- have at all of the times mentioned prominently displayed upon the
building occupied by it signs setting forth the name -----, and said company has regularly, at least once a week,
advertised in various newspapers in ----- and the vicinity setting forth the nature of its business, and inviting the public
to deal with it and patronize its store, and that said advertisements have always contained the name of the ----- or its
predecessors -----. All of its billheads, statements, literature, stationery, credit slips, receipts and other memoranda used
in its dealings with the public have contained the name of ----- and that since the operation by this plaintiff and for the
last ----- years, they have daily advertised on a radio broadcast over stations ----- and -----, in the said City of -----, ----days a week, the name ----- and invited the public to do business with it at its place of business at ----- Street, -----, New
York.
During all of the ----- period mentioned above, and in the conduct of its business the plaintiff and its predecessors in
interest advertised to the public sales of its merchandise and invited the public to purchase the same, and as a result of
its uninterrupted and long established business and the high quality of its merchandise and service, the good-will of its
business and particularly the name ----- the plaintiff's business has become of enormous value to it.
Heretofore and on or about the --- day of -----, 19--, there was filed with the Secretary of State at Albany, New York,
a certificate of incorporation of -----, and on the --- day of -----, 19--, there was duly filed in the office of the Clerk of
the County of ----- of the City of -----, certified copy of said certificate of incorporation, and that such certificate of
incorporation was signed by -----, -----, -----, New York; -----, -----, -----, New York; and -----, -----, -----, New York;
and the said corporation is authorized by said certificate to carry on and conduct the business generally of buying,
selling and dealing in the sale of ----- [State nature of business, such as; clothing for men, women and children, on credit
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or otherwise], and that thereafter and on or about the --- day of -----, 19--, the said -----, defendant herein, erected and
placed on the front of the business at ----- and across the windows on the second floor thereof, a large sign reading as
follows; ----- indicating competition with plaintiff and that annexed hereto is a photograph showing such sign and its
location. All of the aforesaid is indicative that the said defendant ----- intends to open a store at the location ----- Street,
-----, New York, and that it will sell ----- [clothing for men, women and children on easy payments, or credit], which is
identical with the character and nature of the business now conducted by this plaintiff under the name of -----.
The plaintiff has established an enviable business reputation and has acquired by reason of its constant activity in
keeping itself before the public and in the manner of doing business with the public a large number of patrons who are
accustomed to deal almost daily with the ----- and to whom this name is very familiar, and that the plaintiff's use of this
name has been exclusive, continuous and uninterrupted for a period of many years so that these words have in fact
become so identified with the plaintiff and its business, and the good-will thereof, that the public and others having
business to do with it whenever said name of ----- is mentioned immediately recognize the same as the trade-name of
the plaintiff and associate and link same to the plaintiff, and that the defendant ----- has surreptitiously and against the
will of this plaintiff featured the words ----- as a trade legend, trade slogan or trade name so that the public and
particularly the patrons of this plaintiff will in the mistaken belief that they are dealing with this plaintiff become
customers and patrons of the said defendant, and also without the knowledge or consent of the plaintiff adopted such
corporate name to wit: ----- with the intention of taking advantage of the long established good-will of plaintiff's
business and of trading upon its name, credit, reputation and good-will.
In the opinion of deponent the said defendant was incorporated under said name ----- with intent to obtain a portion
of the business owned by the plaintiff and to cause those dealing with the plaintiff, and the public generally, to believe
the corporation defendant and the plaintiff are one and the same company and thereby to effect sales to the benefit and
advantage of the corporation defendant instead of the plaintiff.
The deponent believes that if defendant corporation ----- is permitted to do business under that name in the City of
-----, and vicinity, it will result in misleading and deceiving the public into the belief that the corporation defendant is
the -----, and will continue to so deceive and mislead the public; that it will cause and create a confusion in trade, and
deponent further believes that if said defendant does or attempts to do business under the name ----- it will succeed in
dealing with the customers of the ----- under the belief by such customers that they are in reality dealing with the -----,
greatly to the diminution of the business and profits of the plaintiff and to its damage. The deponent believes these acts
of the defendant corporation are a trespass upon and in gross violation of the plaintiff's right in the premises, and that
they have been and will be committed without its consent and against its will, and that said acts will cause confusion to
others and great loss and damage to the plaintiff, and are a flagrant, malicious and wilful violation of plaintiff's rights
and constitute unlawful competition in trade whereby the business and good will of the plaintiff have been and are being
irreparably damaged.
Attached hereto is the summons and complaint in the action, which this plaintiff is instituting against the said
defendant at the time of the service of the order hereinafter prayed for and which said complaint sets forth specifically
the cause of action of this plaintiff against the said defendant.
The deponent believes that the use of this name by the defendant will continue to violate the plaintiff's rights in the
premises by continuing to appropriate to its own use, by the said defendant of the plaintiff's trade name, all to the
irreparable injury, damage and loss of the plaintiff in an amount which cannot be ascertained and for which injury and
damage plaintiff has no adequate remedy at law.
The name adopted by said corporation is practically identical with the name under which the plaintiff is operating, as
aforesaid, and the names are so identical or similar that to ordinary observers, patrons or the public generally, they
appear to be one and the same name.
The sources of deponent's knowledge and the grounds of his belief as to the matters herein set forth to be alleged
upon information and belief are based upon an investigation made by deponent together with the public record of the
organization of the corporation in question together with the advertising which they have done or attempted to do on the
premises at ----- Street, and such inferences as follow irresistibly from the acts and conduct of the said defendant.
In view of the advertising done by the said defendant in the form of the large sign attached to the building at ----Street, as shown in the photograph attached hereto, showing that the defendant intends to open said store under the
name ----- on or about the --- day of -----, 19--, and that other activities effecting this plaintiff will, undoubtedly, be
carried on by said defendant in preparation for said opening, which will probably include the advertising of such
opening in newspapers and broadcasting of the same over the radio, and also the continued exhibition of said sign to the
public, deponent believes that there is not ample time in which to serve the usual notice of motion and therefore
deponent prays for an order of this Court directed to the said defendant and requiring it to show cause before said Court
at a time and place specified therein why this plaintiff should not have a temporary injunction enjoining and restraining
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the said defendant, its officers, directors, agents, servants and employees and associates, and each of them, and every
person or concern acting or purporting to act for or on behalf of the said defendant from using the words -----, or any
colorable imitation thereof as a trade name or trade slogan in connection with the conduct of its business, or as a part of
its corporate name, pending the trial and determination of this action, and for such other and further relief as the case
may require, or as this Court may deem just and proper.
---------[Print name to be signed]
[Jurat]
Form 2
Order to Show Cause on Motion for Preliminary Injunction against Use of Name
[Title of Court and Matter] [Nature of paper and index
number, if assigned]
Present: Hon. -----, Justice.
Upon the summons and complaint herein, and ----- [Recite other papers used on application], and upon all the
proceedings heretofore had herein, let the above named defendant show cause ----- [Indicate place and time of return],
why an order of this Court should not be granted pending the hearing and determination of this action, enjoining and
restraining the defendant herein, its officers, directors, servants, employees and associates, and each of them, and every
person or concern acting or purporting to act for or on behalf of said defendant, from using the words, -----, or any
colorable imitation thereof, as a trade name or trade slogan, in connection with the conduct of its business, or as a part
of its corporate name, and why the plaintiff should not have such other, further or different relief as to the Court may
seem just and proper, and sufficient cause appearing, let service of a copy of this order and the papers upon which it is
granted, including the summons and complaint herein, upon the defendant, on or before ----- --, 19--, be deemed
sufficient. Signed this --- day of -----, 19-- at -----, New York.
------------------[Print name to be signed]
Form 3
Preliminary Injunction against Use of Name
[Title of court and cause] [Nature of paper and index
number, if assigned]
Present: Hon. -----, Justice.
The plaintiff herein having regularly made a motion for a temporary injunction pending the final determination of the
above entitled action on the ground that the use by the defendant of the words -----, or any colorable imitation thereof as
a trade name or trade slogan, or in any manner whatsoever in connection with the conduct of its business is trespassing
upon the rights of the plaintiff, is causing or is liable to cause confusion in the trade and constitutes unfair competition,
and said motion having regularly come on for hearing before me on the --- day of -----, 19--.
NOW on reading and filing the order to show cause herein made by me on the --- day of -----, 19--, and the summons
and complaint herein duly verified the --- day of -----, 19--, and the affidavits of ----- and -----, sworn to the --- day of
-----, 19--, and the supplemental affidavit of -----, sworn to the --- day of -----, 19--, read in support of this motion,
together with due proof of service of said papers on the defendant, -----, and on reading and filing the answering
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affidavit of -----, sworn to the --- day of -----, 19--, in opposition thereto, and after hearing -----, attorneys for the
plaintiff, -----, of counsel in favor of said motion, and -----, attorneys for the defendant, -----, of counsel, in opposition
thereto, and due deliberation having been had thereon, and it appearing to the satisfaction of this Court that the plaintiff
demands and is entitled to a judgment against the defendant restraining the commission and continuance of the acts
hereinafter enjoined on the ground that such acts are a trespass upon the rights of the plaintiff, cause or are liable to
cause confusion in the trade and constitute unfair competition, and that the commission and continuance of the said acts
during the pendency of this action would produce irreparable injury to the plaintiff, and that such commission and
continuance thereof on the part of the defendant is threatened and reasonable to be apprehended, and it appearing by
said complaint and affidavits above referred to read in support of this motion, that the defendant during the pendency of
this action is doing or procuring or suffering to be done and threatens or is about to do or procure or suffer to be done
the acts hereinafter enjoined, in violation of the plaintiff's rights respecting the subject of this action,
NOW on motion of -----, attorneys for the plaintiff it is hereby
ORDERED that the defendant -----, its officers, directors, servants, employees and associates, and each of them, and
every person or concern acting or purporting to act for or on behalf of said defendant, and every person or concern
acting in combination with said defendant be and they are, and each of them is hereby enjoined and restrained during
the pendency of this action, from using, employing or continuing to use or employ the words -----, or any colorable
imitation thereof as a corporate name, business name, trade name or slogan, or in any manner whatsoever in connection
with the conduct of its business in the Cities of -----, ----- and -----, New York, or any one or more of said Cities, and
from using, employing, exhibiting or continuing to use, employ or exhibit said name or any colorable imitation thereof
in any signs, circulars, announcements, letters or advertising in any of the Cities mentioned above, or in any manner
representing to the public in any of said Cities either directly or indirectly, that it is doing business or is about to do
business under said name or any colorable imitation thereof, upon the plaintiff executing and delivering an undertaking
with sufficient sureties, to be approved by a Judge of this Court in accordance with the Law, in the sum of ---.
Signed this --- day of ---, 19-- at -----, New York.
Enter
---------[Print name to be signed]
----------
Form 4
Complaint by Business Corporation to Enjoin Use of Corporate Name
[Title of court and cause] [Nature of paper and index
number, if assigned]
Plaintiff, for its complaint herein, by -----, its attorney, alleges:
1. The plaintiff is a domestic corporation, and was duly incorporated on or about the --- day of -----, 19--.
2. Ever since the aforesaid date of its incorporation, the plaintiff has had, and now has, its ----- [manufactory] or
office and place of business in the city of -----, county of ----- and State of -----.
3. The defendant is a foreign corporation, duly organized and existing under the laws of the State of -----, and was
incorporated on or about the --- day of -----, 19--.
4. The ----- [factory] or, principal office and place of business of the defendant outside of the State of ----- [Designate
place where incorporated] is in the said city of -----, county of -----, and State of -----.
5. In or about the said year 19--, the plaintiff established the business of manufacturing and selling ----- [Name
commodity] and like products; that said business so established by said plaintiff has been continued ever since and is
still continued by the plaintiff, and that plaintiff is now the owner of said business.
6. The business so established, and still continued by the plaintiff, as aforesaid, has been and now is a very extensive
business, and its product has been and is now being sold in the State of -----, and a number of other States of the United
States; that the product manufactured by the plaintiff has been very extensively advertised and is well and favorably
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known, and there has been and now is a great demand therefor; that there has been expended to advertise such product
since the --- day of -----, 19--, the sum of over ----- dollars.
7. The leading article manufactured by the plaintiff and one which has become well known to the trade by such name
is a ----- [Name commodity] known as -----.
8. The defendant was incorporated by its incorporators and its name selected with a full knowledge by said persons
of the facts above set forth, and with a full knowledge of said facts by the stockholders of said defendant company.
9. The defendant was incorporated and its name selected as aforesaid with the intent to deceive the public and the
buyers and consumers of the commodity manufactured by the plaintiff.
10. The said defendant was incorporated as aforesaid and its name selected with intent to obtain a portion of the
business owned by the plaintiff, and to cause the customers of the plaintiff and the public generally to believe that the
defendant company and the plaintiff company were one and the same company, and thereby to effect sales of the
product manufactured by the defendant company.
11. The business conducted by the defendant is the manufacture and sale of -----, a commodity similar to that
manufactured and sold by plaintiff, and like products, and among the products of the said defendant company is a
commodity called ----- [Give name resembling plaintiff's product], all of which appears in words on the wrappers
inclosing said commodity; ----- [also allege any other means by which defendant's product is made to resemble
plaintiff's]; which said commodity, with said wrapper and said word, defendant has sold within the State of ----- within
----- days prior to the commencement of this action and is now selling the same.
12. The defendant by doing business under such name has misled and deceived the public into the belief that the
defendant company is the plaintiff company, and is liable in the future so to deceive and mislead the public and create a
confusion of trade.
13. The defendant, by doing business under such name, actually has succeeded, still does succeed and will continue
to succeed in selling its commodity to customers of the plaintiff under the belief by such customers that they are
purchasing the product of the plaintiff and from the plaintiff, greatly to the diminution of the business and profits of the
plaintiff and to its damage, and for which the plaintiff has no adequate remedy at law.
14. By reason of the premises, the plaintiff has been damaged in the sum of ----- dollars.
WHEREFORE, the plaintiff demands judgment against the defendant:
1. Said defendant, the ----- Company, its officers, servants and agents, be forever restrained from manufacturing or
selling ----- [Name commodity] or like products within the State of -----, under said name of ----- Company, or using
said name within the State of ----- in connection with such business.
2. The said defendant, its officers, servants and agents, be forever restrained from using in the business of
manufacturing or selling ----- [Name commodity] or like products within the State of -----, any name or style similar to
said name of ----- Company, or any imitation of the name of the ----- [plaintiff] company.
3. The said defendant, its officers, servants and agents, be forever restrained from in any manner representing, within
the State of -----, that it is the plaintiff, or making any representations liable to lead the public to believe that the
defendant company is the plaintiff company.
4. For ----- dollars damages.
5. For such other and further relief as may be just and equitable, with the costs of this action.
[Indorsement and address of Attorney or party]
[Verification]