Title 19 Part 156

A request to search the records of the department for the availability of an organization name shall be in writing and be accompanied by the appropriate fee. If the search reveals that a name is not available, the department in so responding need not state the reason why unless asked in writing to do so. When the reason is that the name conflicts with the name of another organization, the department need provide no more than one example unless specifically and separately asked to provide additional conflicting names.

Except for a name availability search, a request to search the records of the department need not be in writing. Unless the required fee accompanies the request, the department shall limit the number of names searched to the number the law allows without fee. To determine if a fee is due, the department shall treat as one all requests received from the same source in the same business day.

By responding that a name is available or by accepting a reservation of a name, the department does not approve the name. Availability or reservation does not imply that the name satisfies any particular requirement of law nor any particular standard of a body with power to grant or withhold its approval, license, or permit or to take any other action. No expenditure or other commitment should be made in reliance upon the availability of or reservation of a name.

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.

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.

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.

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.

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:

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:

e.g.

, “corporation,” “limited liability company,” etc.) or any abbreviation thereof;

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.

A fictitious name is the name an organization submits in its application for authority when its real name is not acceptable for authorization. Every foreign organization applying for authority to do business in this State or to engage in activities in this State, whose real name is not acceptable for authorization, shall include a statement in its application or amendment thereto: “The fictitious name under which the organization shall conduct its business or activities in New York is. . .”, or words to such effect.

A foreign organization authorized under a fictitious name may take an assumed name. In the certificate of assumed name, the organization shall set forth its real name and its fictitious name.

When a foreign organization authorized under a fictitious name files an instrument changing its real name to a name which is available in New York, it must discontinue the use of the fictitious name in New York State. The certificate of amendment must contain a statement: “The fictitious name of. . ., under which the organization has conducted its business or activities, is discontinued,” or similar words to that effect, combined with a statement deleting the appropriate paragraph or section from the original application for authority or original application as amended. The Department of State is not responsible to notify an authorized foreign organization using a fictitious name when or if its real name becomes available.

The certificates that may be filed concerning assumed names shall be the Certificate of Assumed Name, which shall pertain to the initial adoption of such a name; Certificate of Amendment of Assumed Name, which shall pertain to changes in the information contained in the original certificate filed; and Certificate of Discontinuance of Assumed Name, which shall pertain to the termination of the use of the assumed name.

An applicant may request reconsideration of any rejection of a proposed name, upon written request addressed to the secretary and marked to the attention of the Director of the Division of Corporations. The applicant shall attach to his request a copy of the rejection, and include a statement of the reasons upon which the applicant seeks approval of the name.

This Part shall apply to business corporations and not-for-profit corporations, limited partnerships under the Revised Limited Partnership Act, limited liability companies, and their foreign counterparts seeking authority to do business or engage in activities in this State. Section 156.2(c) of this Part shall also apply to registered limited liability partnerships and New York registered foreign limited liability partnerships.