N.Y. Limited Liability Company Law 204 – Limited liability company name
§ 204. Limited liability company name. The name of each limited liability company as set forth in its articles of organization:
Terms Used In N.Y. Limited Liability Company Law 204
- Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Statute: A law passed by a legislature.
(a) shall contain without abbreviation the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC";
(b) (1) shall be such as to distinguish it from the name of (i) any domestic limited liability company, (ii) any authorized foreign limited liability company or (iii) a fictitious name of an authorized foreign limited liability company filed pursuant to section eight hundred two of this chapter, in each case, as such names appear on the index of names of existing domestic and authorized foreign limited liability companies of any type or kind, including fictitious names of authorized foreign limited liability companies filed pursuant to section eight hundred two of this chapter, in the department of state, or names the right to which are reserved;
(2) shall be such as to distinguish it from (i) the names of domestic business corporations, domestic not-for-profit corporations and other domestic corporations of any type or kind that are formed by a filing in the department of state, (ii) the names of authorized foreign business corporations, authorized foreign not-for-profit corporations and other authorized foreign corporations of any type or kind that are authorized to do business or conduct activities in this state by reason of a filing in the department of state, (iii) the fictitious names of authorized foreign business corporations, authorized foreign not-for-profit corporations and other authorized foreign corporations of any type or kind that are authorized to do business or conduct activities in this state by reason of a filing in the department of state, (iv) the names of domestic limited partnerships, (v) the names of authorized foreign limited partnerships, or (vi) the fictitious names of authorized foreign limited partnerships, in each case, 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 of any type or kind, in the department of state, or on the index of names of existing domestic or authorized foreign limited partnerships, including fictitious names of authorized foreign limited partnerships, in the department of state, or names the rights to which are reserved; provided, however, that no limited liability company that was formed prior to the effective date of this paragraph and no foreign limited liability company that was qualified to do business in this state prior to such effective date shall be required to change the name or fictitious name it had on such effective date solely by reason of such name or fictitious name being indistinguishable from the name or fictitious name of any domestic or authorized foreign corporation or limited partnership or from any name the right to which is reserved by or on behalf of any domestic or foreign corporation or limited partnership;
(c) shall, unless the limited liability company or foreign limited liability company shall have complied with the provisions of § 130 of the general business law, be the name used by the limited liability company in its conduct of business;
(d) 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 in the latter case the restrictions have been complied with;
(e) shall not contain the following phrases or any abbreviation or derivative thereof:
board of trade state police
chamber of commerce state trooper
community renewal tenant relocation
corporation urban development
incorporated urban relocation
partnership
(f) shall not contain the following words, or any abbreviation or derivative thereof:
acceptance guaranty
annuity indemnity
assurance insurance
attorney investment
bank lawyer
benefit loan
bond mortgage
casualty savings
doctor surety
endowment title
fidelity trust
finance underwriter unless the approval of the superintendent of financial services is attached to the articles of organization or unless the word "doctor" or "lawyer" or an abbreviation or derivative thereof is used in a context that clearly denotes a purpose other than the practice of law or medicine;
(g) shall not, unless the approval of the state department of social services is attached to the articles of organization or application for authority, contain the word "blind" or "handicapped." Such approval shall be granted by the state department of social services if in its opinion the word "blind" or "handicapped" as used in the limited liability company's proposed name will not tend to mislead or confuse the public into believing that the limited liability company is organized for charitable or nonprofit purposes related to the blind or the handicapped; and
(h) shall not, unless the approval of the attorney general is attached to the articles of organization or application for authority, contain the word "exchange" or any abbreviation or derivative thereof. Such approval shall not be granted by the attorney general if in his or her opinion the use of the word "exchange" in the limited liability company's proposed name would falsely imply that the limited liability company conducts its business at a place where trade is carried on in securities or commodities by brokers, dealers or merchants.
(i) shall not contain the following terms: "school," "education," "elementary," "secondary," "kindergarten," "prekindergarten," "preschool," "nursery school," "museum," "history," "historical," "historical society," "arboretum," "library," "college," "university" or other term restricted by § 224 of the education law; "conservatory," "academy," or "institute" or any abbreviation or derivative of such terms, shall have endorsed thereon or annexed thereto the consent of the commissioner of education.