205. Reservation of name. (a) Subject to section two hundred four of this article, the exclusive right to the use of a name may be reserved by:
(1) any person intending to form or cause the formation of a domestic limited liability company under this chapter;
(2) any domestic limited liability company or any authorized foreign limited liability company intending to change its name;
(3) any foreign limited liability company intending to apply for authority to do business in this state and to adopt that name; and
(4) any person intending to form a foreign limited liability company and intending to have it apply for authority to do business in this state.
(b) A fictitious name for use pursuant to section eight hundred two of this chapter may be reserved by:
(1) any foreign limited liability company intending to apply for authority to do business in this state pursuant to section eight hundred two of this chapter;
(2) any authorized foreign limited liability company intending to change the fictitious name under which it does business in this state; and
(3) any authorized foreign limited liability company that has changed its name in its jurisdiction, such new name not being available in this state.
(c) Application to reserve a limited liability company name shall be delivered to the department of state. It shall set forth the name and address of the applicant, the name to be reserved and a statement of the basis for the application under subdivision (a) or (b) of this section. The secretary of state may require that there be included in the application a statement as to the nature of the business to be conducted by the limited liability company it being sufficient to state, either alone, or with other purposes, that the limited liability company intends to conduct any lawful act or activity for which limited liability companies may be formed under this chapter, provided that it also state that it is not intended to be formed to engage in any act or activity requiring the consent or approval of any state official, department, board or agency or other body without such consent or approval first being obtained. If the name is available for use by the applicant for a limited liability company, the department of state shall reserve the name for the use of the applicant for a period of sixty days and issue a certificate of reservation. The restrictions and qualifications set forth in section two hundred four of this article are not waived by the issuance of a certificate of reservation. The certificate of reservation shall include the name of the applicant, the name reserved and the date of reservation. The certificate of reservation (or in lieu thereof an affidavit by the applicant or by his or her agent or attorney that the certificate of reservation has been lost or destroyed) shall accompany the articles of organization or the application for authority when either is delivered to the department of state. The secretary of state may extend the reservation for additional periods of not more than sixty days each, upon the written request of the applicant or his or her attorney in fact or agent delivered to the department of state and filed before expiration of the reservation period then in effect. Such request shall have attached to it the certificate of reservation. No more than two such extensions shall be granted.
(d) Upon request of the applicant, delivered to the department of state before the expiration of the reserved period, the department shall cancel the reservation.
Last modified: February 3, 2019