14A:2-2. Corporate name of domestic or foreign corporations
(1) The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State
(a) Shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates or implies that it is organized for any purpose other than one or more of the purposes permitted by its certificate of incorporation;
(b) Shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of other for profit and nonprofit domestic corporations and for profit and nonprofit foreign corporations qualified to do business in this State and from the names of domestic limited partnerships and foreign limited partnerships and from names subject to a current name reservation or a current name registration, unless there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the corporation to the use of such name in this State;
(c) 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 any such restrictions have been complied with; and
(d) Shall contain the word "corporation," "company," "incorporated," or shall contain an abbreviation of one of those words, or shall include the abbreviation Ltd. or shall contain words or abbreviations of like import in other languages, except that a foreign corporation which does not have those words or an abbreviation thereof in its name shall add at the end of its name one of those words or an abbreviation thereof for use in this State.
(2) This section
(a) Shall not require any domestic corporation or any foreign corporation authorized to transact business in this State to change its corporate name; and
(b) Shall not prevent a domestic corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more other domestic or foreign corporations or upon a sale, lease or other disposition to, or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, from having the same corporate name as any of such corporations if at the time such other corporation was organized under the laws of, or is authorized to transact business in, this State.
(3) If the name of a foreign corporation is not available for use in this State because of the prohibitions of subsection 14A:2-2 (1), such corporation may be authorized to transact business in this State under an assumed name which is available for corporate use under this section. Such corporation shall file in the office of the Secretary of State with its application for an original or amended certificate of authority a resolution of its board adopting such assumed name for use in transacting business in this State.
(4) The corporate name of a domestic corporation or nonprofit corporation which has been dissolved shall not be available for corporate use for one year after the effective time of dissolution, unless, within such one-year period, the written consent of such dissolved corporation to the adoption of its name is filed in the office of the Secretary of State with the certificate of incorporation of another domestic corporation or with the application of a foreign corporation for an original or amended certificate of authority to transact business in this State.
(5) The filing in the office of the Secretary of State of the certificate of incorporation of a domestic corporation or the issuance by the Secretary of State of a certificate to a foreign corporation authorizing it to transact business in this State shall not preclude an action by this State to enjoin a violation of this section or an action by any person adversely affected to enjoin such violation or the use of a corporate name in violation of the rights of such person, whether on principles of unfair competition or otherwise. The court in any such action may grant any other appropriate relief.
L.1968, c.350.; amended 1973,c.366,s.2; 1983,c.490,s.1; 1988,c.94,s.7.
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Last modified: October 11, 2016