302. Corporate name; exceptions.(a) Any reference to a corporation in this section except as otherwise provided herein shall include both domestic and foreign corporations.
(b) The provisions of section 301 (Corporate name; general):
(1) Shall not require any corporation, existing or authorized under any statute on the effective date of this chapter, to add to, modify or otherwise change its corporate name; provided, however, that any corporation organized or qualified to do business in this state under this chapter which contains in its name any of the following words or phrases or any abbreviation or derivation thereof, "community renewal", "tenant relocation", "urban development" or "urban relocation", shall plainly and legibly state immediately following its name in any writing issued or authorized to be issued by it upon which its name appears, including, but not limited to, advertising material letterheads, business cards and building directories and signs, the phrase "not a governmental agency".
(2) Shall not prevent a corporation with which another corporation is merged, or which is formed by the reorganization or consolidation of one or more other corporations or upon a sale, lease, exchange or other disposition to a domestic corporation of all or substantially all the assets of another domestic corporation, including its name, as provided in paragraph (b) of Section 909 (Sale, lease, exchange or other disposition of assets), from having the same name as any of such corporations if at the time such other corporation was authorized or existing under any statute of this state.
(3) Shall not prevent a foreign corporation from being authorized under a name which is similar to the name of a corporation of any type or kind existing or authorized under any statute, if the department of state finds, upon proof by affidavit or otherwise as it may determine, that a difference between such names exists in the terms or abbreviations indicating corporate character or otherwise, that the applicant has engaged in business as a corporation under its said name for not less than ten consecutive years immediately prior to the date of its application that the business to be conducted in this state is not the same as or similar to the business conducted by the corporation with whose name it may conflict and that the public is not likely to be confused or deceived, and if the applicant shall agree in its application for authority to use with its corporate name, in this state, to be placed immediately under or following such name, the words "a ........ (name of jurisdiction of incorporation) corporation".
(4) Shall not prevent a "small business investment corporation" as defined in an act of congress entitled "Small Business Investment Act of 1958" from including the word "investment" as part of its name if such word is coupled with the words "small business".
(5) Shall not prevent an "investment company" as defined in an act of congress entitled "Investment Company Act of 1940" from including the word "finance" or "bond" as part of its name, if the approval of the superintendent of financial services is attached to the certificate of incorporation, application for authority, or amendment thereof.
(6) Shall not prevent a broker or dealer in securities, as defined in an act of congress entitled "Securities Exchange Act of 1934", from including the word "investment" as part of its name if such word is coupled with the words "broker" or "brokers" and if such broker or dealer is registered with the securities and exchange commission under the provisions of section fifteen of the securities exchange act of nineteen hundred thirty-four and is also registered with the attorney general under the provisions of section three hundred fifty-nine-e of the general business law.
(7) Shall not prevent an association of banks or trust companies organized as a non-profit membership corporation for the promotion of the interests of member banks from including the word "bankers" as part of its corporate name.
(8) Shall not prevent a bank holding company, as long as it is required to be registered under article III-A of the banking law or under the federal Bank Holding Company Act, as each may be amended from time to time, from using the words "bank", "banker" or "trusts" or any abbreviation, derivative or combination thereof as part of its corporate name, if the approval of the superintendent of financial services is attached to the certificate of incorporation, application for authority, or amendment thereof.
Last modified: February 3, 2019