

     § 1303.  Corporate name.
        (a)  General rule.--The corporate name may be in any
     language, but must be expressed in Roman letters or characters
     or Arabic or Roman numerals, and shall contain:
            (1)  the word "corporation," "company," "incorporated" or
        "limited" or an abbreviation of any of them;
            (2)  the word "association," "fund" or "syndicate"; or
            (3)  words or abbreviations of like import in languages
        other than English.
        (b)  Duplicate use of names.--The corporate name shall be
     distinguishable upon the records of the department from:
            (1)  The name of any other domestic corporation for
        profit or not-for-profit which is either in existence or for
        which articles of incorporation have been filed but have not
        yet become effective, or of any foreign corporation for
        profit or not-for-profit which is either authorized to do
        business in this Commonwealth or for which an application for
        a certificate of authority has been filed but has not yet
        become effective, or the name of any association registered
        at any time under 54 Pa.C.S. Ch. 5 (relating to corporate and
        other association names), unless:
                (i)  the other association:
                    (A)  has stated that it is about to change its
                name, or to cease to do business, or is being wound
                up, or is a foreign association about to withdraw
                from doing business in this Commonwealth, and the
                statement and a written consent to the adoption of
                the name is filed in the Department of State;
                    (B)  has filed with the Department of Revenue a
                certificate of out of existence, or has failed for a
                period of three successive years to file with the
                Department of Revenue a report or return required by
                law and the fact of such failure has been certified
                by the Department of Revenue to the Department of
                State;
                    (C)  has abandoned its name under the laws of its
                jurisdiction of incorporation, by amendment, merger,
                consolidation, division, expiration, dissolution or
                otherwise, without its name being adopted by a
                successor in a merger, consolidation, division or
                otherwise, and an official record of that fact,
                certified as provided by 42 Pa.C.S. § 5328 (relating
                to proof of official records), is presented by any
                person to the department; or
                    (D)  has had the registration of its name under
                54 Pa.C.S. Ch. 5 terminated.
                (ii)  (Deleted by amendment).
            (2)  A name the exclusive right to which is at the time
        reserved by any other person whatsoever in the manner
        provided by statute. A name shall be rendered unavailable for
        corporate use by reason of the filing in the Department of
        State of any assumed or fictitious name required by 54
        Pa.C.S. Ch. 3 (relating to fictitious names) to be filed in
        the department only if and to the extent expressly so
        provided in that chapter.
        (c)  Required approvals or conditions.--
            (1)  The corporate name shall not imply that the
        corporation is:
                (i)  A governmental agency of the Commonwealth or of
            the United States.
                (ii)  A bank, bank and trust company, savings bank,
            private bank or trust company, as defined in the act of
            November 30, 1965 (P.L.847, No.356), known as the Banking
            Code of 1965, unless the corporation or proposed
            corporation is a Pennsylvania bank holding company or is
            otherwise authorized by statute to use its proposed name.
                (iii)  An insurance company nor contain any of the
            words "annuity," "assurance," "beneficial," "bond,"
            "casualty," "endowment," "fidelity," "fraternal,"
            "guaranty," "indemnity," "insurance," "insurer,"
            "reassurance," "reinsurance," "surety" or "title" when
            used in such a way as to imply that the corporation is
            engaged in the business of writing insurance or
            reinsurance as principal or any other words of like
            purport unless it is duly licensed as an insurance
            company by its jurisdiction of incorporation or the
            Insurance Department certifies that it has no objection
            to the use by the corporation or proposed corporation of
            the designation. The corporate name of a domestic
            insurance corporation shall:
                    (A)  contain the word "mutual" if, and only if,
                it is a mutual insurance company; and
                    (B)  clearly designate the object and purpose of
                the corporation.
                (iv)  A public utility corporation furnishing
            electric or gas service to the public, unless the
            corporation or proposed corporation has as an express
            corporate purpose the furnishing of service subject to
            the jurisdiction of the Pennsylvania Public Utility
            Commission or the Federal Energy Regulatory Commission.
                (v)  A credit union. See 17 Pa.C.S. § 104 (relating
            to prohibition on use of words "credit union," etc.).
            (2)  The corporate name shall not contain:
                (i)  The word "college," "university" or "seminary"
            when used in such a way as to imply that it is an
            educational institution conforming to the standards and
            qualifications prescribed by the State Board of
            Education, unless there is submitted a certificate from
            the Department of Education certifying that the
            corporation or proposed corporation is entitled to use
            that designation.
                (ii)  Words that constitute blasphemy, profane
            cursing or swearing or that profane the Lord's name.
                (iii)  The words "engineer" or "engineering" or
            "surveyor" or "surveying" or any other word implying that
            any form of the practice of engineering or surveying as
            defined in the act of May 23, 1945 (P.L.913, No.367),
            known as the Professional Engineers Registration Law, is
            provided unless at least one of the incorporators of a
            proposed corporation or the directors of the existing
            corporation has been properly registered with the State
            Registration Board for Professional Engineers in the
            practice of engineering or surveying and there is
            submitted to the department a certificate from the board
            to that effect.
                (iv)  The words "architect" or "architecture" or any
            other word implying that any form of the practice of
            architecture as defined in the act of December 14, 1982
            (P.L.1227, No.281), known as the Architects Licensure
            Law, is provided unless at least one of the incorporators
            of a proposed corporation or the directors of the
            existing corporation has been properly registered with
            the Architects Licensure Board in the practice of
            architecture and there is submitted to the department a
            certificate from the board to that effect.
                (v)  The word "cooperative" or an abbreviation
            thereof unless the corporation is a cooperative
            corporation.
        (d)  Other rights unaffected.--This section shall not
     abrogate or limit the law as to unfair competition or unfair
     practices nor derogate from the common law, the principles of
     equity or the provisions of Title 54 (relating to names) with
     respect to the right to acquire and protect trade names.
     Subsection (b) shall not apply if the applicant files in the
     department a certified copy of a final order of a court of
     competent jurisdiction establishing the prior right of the
     applicant to the use of a name in this Commonwealth.
        (e)  Remedies for violation of section.--The use of a name in
     violation of this section shall not vitiate or otherwise affect
     the corporate existence, but any court having jurisdiction may
     enjoin the corporation from using or continuing to use a name in
     violation of this section upon the application of:
            (1)  the Attorney General, acting on his own motion or at
        the instance of any administrative department, board or
        commission of this Commonwealth; or
            (2)  any person adversely affected.
        (f)  Cross references.--See sections 135(e) (relating to
     distinguishable names) and 1106(b)(2) (relating to uniform
     application of subpart).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2000,
     P.L.356, No.43, eff. 60 days; June 22, 2001, P.L.418, No.34,
     eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (e) and added subsec.
     (f).
        2000 Amendment.  Act 43 amended subsec. (b) intro. par., (1)
     intro. par., (i) intro. par., (A) and (D) and deleted subsec.
     (b)(1)(ii) and last par.
        1990 Amendment.  Act 198 amended subsecs. (b)(1) and
     (c)(1)(iii) and added subsec. (c)(1)(v).
        References in Text.  The name of the Professional Engineers
     Registration Law was changed to the Engineer, Land Surveyor and
     Geologist Registration Law. The name of the State Registration
     Board for Professional Engineers and Professional Land Surveyors
     was changed to the State Registration Board for Professional
     Engineers, Land Surveyors and Geologists.
        Cross References.  Section 1303 is referred to in sections
     161, 1304, 2121, 2921, 4123, 4161, 8203, 8505, 8905 of this
     title.
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Last modified: November 27, 2007