Section 301. Corporate name; general.
302. Corporate name; exceptions.
303. Reservation of name.
304. Statutory designation of secretary of state as agent of
domestic corporations formed under article four of this
chapter and authorized foreign corporations for service
of process.
305. Registered agent for service of process.
306. Service of process.
307. Service of process on unauthorized foreign corporation.
308. Records and certificates of department of state.
S 301. Corporate name; general.
(a) Except as otherwise provided in this chapter, the name of a
domestic or foreign corporation:
(1) Shall, unless the corporation is formed for charitable or
religious purposes, or for purposes for which the approval of the
commissioner of social services or the public health council is
required, or is a bar association, contain the word "corporation",
"incorporated" or "limited" or an abbreviation of one of such words; or,
in the case of a foreign corporation, it shall, for use in this state,
add at the end of its name one of such words or an abbreviation thereof.
(2) Shall be such as to distinguish it from the names of corporations
of any type or kind, or a fictitious name of an authorized foreign
corporation filed pursuant to article thirteen of this chapter, as such
names appear on the index of names of existing domestic and authorized
foreign corporations of any type or kind, including fictitious names of
authorized foreign corporations filed pursuant to article thirteen of
this chapter, in the department of state, division of corporations, or a
name the right to which is reserved.
(3) Shall not contain any word or phrase, or any abbreviation or
derivative thereof, the use of which is prohibited or restricted by
section 404 (Approvals and consents) or any other statute of this state,
unless in the latter case the restrictions have been complied with.
(4) Shall not contain any word or phrase, or any abbreviation or
derivative thereof, in a context which indicates or implies that the
corporation, if domestic, is formed or, if foreign, is authorized for
any purpose or is possessed in this state of any power other than a
purpose for which, or a power with which, the domestic corporation may
be and is formed or the foreign corporation is authorized.
(5) (A) Shall not contain any of the following phrases, or any
abbreviation or derivative thereof:
state police
state trooper
(B) Shall not contain any of the following words, or any abbreviation
or derivative thereof:
acceptance fidelity mortgage
annuity finance savings
assurance guaranty surety
bank indemnity title
bond insurance trust
casualty investment underwriter
doctor lawyer
endowment loan
unless the approval of the superintendent of banks or the
superintendent of insurance, as
appropriate, is attached to the certificate of incorporation, or
application for authority or
amendment thereof; or that the word "doctor", "lawyer",
or the phrase "state police" or "state trooper" or an abbreviation or
derivation thereof, may be
used in the name of a corporation the membership of which is composed
exclusively of doctors,
lawyers, state policemen or state troopers, respectively.
(6) Shall not contain any words or phrases, or any abbreviation or
derivative thereof in a context which will tend to mislead the public
into believing that the corporation is an agency or instrumentality of
the United States or the state of New York or a subdivision thereof or
is a public corporation.
(7) Shall not contain the word "cooperative" or an abbreviation,
contraction or derivative thereof.
(8) Shall not contain any word or phrase, or any abbreviation or
derivation thereof, which, separately, or in context, shall be indecent
or obscene or shall ridicule or degrade any person, group, belief,
business or agency of government or indicate or imply any unlawful
activity.
(9) Notwithstanding any other provision of this chapter, may, in the
case of a foundation organized for the sole purpose of publishing the
literary works of a deceased person, include the word "doctor" or any
abbreviation or derivative thereof as part of its name if such word,
abbreviation or derivative is used to identify the person whose works
are to be published.
S 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.
(2) Shall not prevent a corporation with which another corporation is
merged, or which is formed by the consolidation of one or more other
corporations 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 conducted activities as a corporation under its said name
for not less than ten consecutive years immediately prior to the date of
its application, that the activities to be conducted in this state are
not the same or similar to the business or activities 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".
S 303. Reservation of name.
(a) A corporate name may be reserved by:
(1) Any person intending to form a domestic corporation.
(2) Any domestic corporation intending to change its name.
(3) Any foreign corporation intending to apply for authority to
conduct activities in this state.
(4) Any authorized foreign corporation intending to change its name.
(5) Any person intending to incorporate a foreign corporation and to
have it apply for authority to conduct activities in this state.
(b) A fictitious name for use pursuant to section 1301 of this chapter
may be reserved by:
(1) Any foreign corporation intending to apply for authority to do
business in this state, pursuant to paragraph (d) of section 1301 of
this chapter.
(2) Any authorized foreign corporation intending to change its
fictitious name under which it conducts activities in this state.
(3) Any authorized foreign corporation which has changed its corporate
name in its jurisdiction, which new corporate name is not available in
this state.
(c) Application to reserve a corporate 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 under
paragraph (a) or (b) for the application. The secretary of state may
require the applicant to set forth in his application the nature of the
activities to be conducted by the corporation. If the name is available
for corporate use, 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 prohibitions, restrictions and
qualifications set forth in section 301 (Corporate name; general),
section 302 (Corporate name; exceptions) and section 404 (Approvals and
consents) 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 the reservation. The
certificate of reservation (or in lieu thereof an affidavit by the
applicant or by his agent or attorney that the certificate of
reservation has been lost or destroyed) shall accompany the certificate
of incorporation or the application for authority when either is
delivered to the department of state.
(d) 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, his attorney or agent delivered to the department of
state, to be filed before the expiration of the reservation period then
in effect. Such request shall have attached to it the certificate of
reservation of name. Not more than two such extensions shall be granted.
(e) Upon the request of the applicant, delivered to the department of
state before the expiration of the reserved period, together with the
certificate of reservation, the department shall cancel the reservation.
(f) Any application or request under this section shall be signed by
the applicant, his attorney or agent.
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Article 3 Continued . . .
S 304. Statutory designation of secretary of state as agent of domestic
corporations formed under article four of this chapter and
authorized foreign corporations for service of process.
(a) The secretary of state shall be the agent of every domestic
corporation formed under article four of this chapter and every
authorized foreign corporation upon whom process against the corporation
may be served.
(b) Any designation by a domestic corporation formed under article
four of this chapter or foreign corporation of the secretary of state as
such agent, which designation is in effect on the effective date of this
chapter, shall continue. Every domestic corporation formed under article
four of this chapter or foreign corporation, existing or authorized on
the effective date of this chapter, which has not designated the
secretary of state as such agent, shall be deemed to have done so.
(c) Any designation by a domestic corporation formed under article
four of this chapter or foreign corporation of an agent other than the
secretary of state which is in effect on the effective date of this
chapter shall continue in effect until changed or revoked as provided in
this chapter.
(d) Any designated post-office address to which the secretary of state
shall mail a copy of process served upon him as agent of a domestic
corporation formed under article four of this chapter or foreign
corporation, shall continue until the filing of a certificate under this
chapter directing the mailing to a different post-office address.
S 305. Registered agent for service of process.
(a) Every domestic corporation or authorized foreign corporation may
designate a registered agent in this state upon whom process against
such corporation may be served. The agent shall be a natural person who
is a resident of or has a business address in this state or a domestic
corporation or foreign corporation of any type or kind formed, or
authorized to do business in this state, under this chapter or under any
other statute of this state.
(b) Any such designation of a registered agent may be made, revoked or
changed as provided in this chapter.
(c) A registered agent may resign as such agent. A certificate,
entitled "Certificate of resignation of registered agent of ...........
(name of designating corporation) under section 305 of the
Not-for-Profit Corporation Law", shall be signed by him and delivered to
the department of state. It shall set forth:
(1) That he resigns as registered agent for the designating
corporation.
(2) The date the certificate of incorporation or the application for
authority of the designating corporation was filed by the department of
state.
(3) That he has sent a copy of the certificate of resignation by
registered mail to the designating corporation at the post-office
address on file in the department of state specified for the mailing of
process or if such address is the address of the registered agent, then
to the office of the designating corporation in the jurisdiction of its
formation or incorporation.
(d) The designation of a registered agent shall terminate thirty days
after the filing by the department of state of a certificate of
resignation or a certificate containing a revocation or change of the
designation, whichever is filed earlier. A certificate designating a new
registered agent may be delivered to the department of state by the
corporation within the thirty days or thereafter.
S 306. Service of process.
(a) Service of process on a registered agent may be made in the manner
provided by law for the service of a summons, as if the registered agent
was a defendant.
(b) Service of process on the secretary of state as agent of a
domestic corporation formed under article four of this chapter or an
authorized foreign corporation shall be made by personally delivering to
and leaving with him or his deputy, or with any person authorized by the
secretary of state to receive such service, at the office of the
department of state in the city of Albany, duplicate copies of such
process together with the statutory fee, which fee shall be a taxable
disbursement. Service of process on such corporation shall be complete
when the secretary of state is so served. The secretary of state shall
promptly send one of such copies by certified mail, return receipt
requested, to such corporation, at the post office address, on file in
the department of state, specified for the purpose. If a domestic
corporation formed under article four of this chapter or an authorized
foreign corporation has no such address on file in the department of
state, the secretary of state shall so mail such copy to such
corporation at the address of its office within this state on file in
the department.
(c) If an action or special proceeding is instituted in a court of
limited jurisdiction, service of process may be made in the manner
provided in this section if the office of the domestic corporation
formed under article four of this chapter or foreign corporation is
within the territorial jurisdiction of the court.
(d) Nothing in this section shall affect the right to serve process in
any other manner permitted by law.
S 307. Service of process on unauthorized foreign corporation.
(a) In any case in which a non-domiciliary would be subject to the
personal or other jurisdiction of the courts of this state under article
three of the civil practice law and rules, a foreign corporation not
authorized to conduct activities in this state is subject to a like
jurisdiction. In any such case, process against such foreign corporation
may be served upon the secretary of state as its agent. Such process may
issue in any court in this state having jurisdiction of the subject
matter.
(b) Service of such process upon the secretary of state shall be made
by personally delivering to and leaving with him or his deputy, or with
any person authorized by the secretary of state to receive such service,
at the office of the department of state in the city of Albany, a copy
of such process together with the statutory fee, which fee shall be a
taxable disbursement. Such service shall be sufficient if notice thereof
and a copy of the process are:
(1) Delivered personally without this state to such foreign
corporation by a person and in the manner authorized to serve process by
law of the jurisdiction in which service is made, or
(2) Sent by or on behalf of the plaintiff to such foreign corporation
by registered mail with return receipt requested, at the post office
address specified for the purpose of mailing process, on file in the
department of state, or with any official or body performing the
equivalent function, in the jurisdiction of its incorporation, or if no
such address is there specified, to its registered or other office there
specified, or if no such office is there specified, to the last address
of such foreign corporation known to the plaintiff.
(c) (1) Where service of a copy of process was effected by personal
service, proof of service shall be by affidavit of compliance with this
section filed, together with the process, within thirty days after such
service, with the clerk of the court in which the action or special
proceeding is pending. Service of process shall be complete ten days
after such papers are filed with the clerk of the court.
(2) Where service of a copy of process was effected by mailing in
accordance with this section, proof of service shall be by affidavit of
compliance with this section filed, together with the process, within
thirty days after receipt of the return receipt signed by the foreign
corporation, or other official proof of delivery or of the original
envelope mailed. If a copy of the process is mailed in accordance with
this section, there shall be filed with the affidavit of compliance
either the return receipt signed by such foreign corporation or other
official proof of delivery or, if acceptance was refused by it, the
original envelope with a notation by the postal authorities that
acceptance was refused. If acceptance was refused, a copy of the notice
and process together with the notice of the mailing by registered mail
and refusal to accept shall be promptly sent to such foreign corporation
at the same address by ordinary mail and the affidavit of compliance
shall so state. Service of process shall be complete ten days after such
papers are filed with the clerk of the court. The refusal to accept
delivery of the registered mail or to sign the return receipt shall not
affect the validity of the service and such foreign corporation refusing
to accept such registered mail shall be charged with knowledge of the
contents thereof.
(d) Service made as provided in this section shall have the same force
as personal service made within this state.
(e) Nothing in this section shall affect the right to serve process in
any other manner permitted by law.
S 308. Records and certificates of department of state.
The department of state shall keep a record of each process served
upon the secretary of state under this chapter, including the date of
service. It shall, upon request made within ten years of such service,
issue a certificate under its seal certifying as to the receipt of the
process by an authorized person, the date and place of such service and
the receipt of the statutory fee. Process served upon the secretary of
state under this chapter shall be destroyed by him after a period of ten
years from such service.