Selecting Your Corporate Name

There are several issues that you need to consider when choosing a name for your corporation.

Name Availability - First, your corporate name must be available in your state. Thus, you will need to either check your desired name online, if your state offers online searches, or you must make a phone call to your state's Secretary of State to check the availability of your corporate name.

New York Law specifies that a corporate name must be distinguishable from other corporate names. If you do not check for availability first, and someone has already incorporated under your name, your filings will be returned to you and you will need to resubmit using a different corporate name.

For information on where to call or links to your state's online name search functions, CLICK HERE.

Corporate Law Considerations - § 301. Corporate name; general. (a) Except as otherwise provided in this chapter, the name of a domes- tic or foreign corporation: (1) Shall 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 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 abbrevi- ation or derivative thereof: board of trade state police urban development chamber of commerce state trooper urban relocation community renewal tenant relocation (B) Shall not contain any of the following words, or any abbreviation or derivative thereof: acceptance endowment loan annuity fidelity mortgage assurance finance savings bank guaranty surety benefit indemnity title bond insurance trust casualty investment underwriter doctor lawyer unless the approval of the superintendent of banks or the superintendent of insurance, as appropriate, is attached to the certificate of incorpo- ration, or application for authority or amendment thereof; or that the word "doctor" or "lawyer" or an abbreviation or derivation thereof is used in the name of a university faculty practice corporation formed pursuant to section fourteen hundred twelve of the not-for-profit corpo- ration law or a professional service corporation formed pursuant to article fifteen of this chapter, or a foreign professional service corporation authorized to do business in this state pursuant to article fifteen-A of this chapter, the members or shareholders of which are composed exclusively of doctors or lawyers, respectively, or are used in a context which clearly denotes a purpose other than the practice of law or medicine. (6) Shall not, unless the approval of the state board of standards and appeals is attached to the certificate of incorporation, or application for authority or amendment thereof, contain any of the following words or phrases, or any abbreviation or derivative thereof: union, labor, council, industrial organization, in a context which indicates or implies that the domestic corporation is formed or the foreign corpo- ration authorized as an organization of working men or women or wage earners or for the performance, rendition or sale of services as labor or management consultant, adviser or specialist, or as negotiator or arbitrator in labor-management disputes. (7) Shall not, unless the approval of the state department of social services is attached to the certificate of incorporation, or application for authority or amendment thereof, contain the word "blind" or "hand- icapped". 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 corporate name proposed will not tend to mislead or confuse the public into believing that the corporation is organized for charita- ble or non-profit purposes related to the blind or the handicapped. (8) Shall not contain any words or phrases, or any abbreviation or derivation 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. (9) Shall not contain any word or phrase, or any abbreviation or deri- vation thereof, which, separately, or in context, shall be indecent or obscene, or shall ridicule or degrade any person, group, belief, busi- ness or agency of government, or indicate or imply any unlawful activ- ity. (10) Shall not, unless the approval of the attorney general is attached to the certificate of incorporation, or application for author- ity or amendment thereof, contain the word "exchange" or any abbrevi- ation or derivative thereof. Such approval shall not be granted by the attorney general, if in his opinion the use of the word "exchange" in the proposed corporate name would falsely imply that the corporation conducts its business at a place where trade is carried on in securities or commodities by brokers, dealers, or merchants.

Fictitious Names - You may use only your correct corporate name in your business. If you use any other name in your business, you must file a fictitious name registration to permit you to use such name.

For More information on Fictitious Names, CLICK HERE

Federal Trademark Considerations - Your corporation name, even if available in your state, should not violate the federal trademark rights of any other party. It is strongly suggested, especially if you are doing business on the Internet, that you perform a trademark search to be certain that your name will not infringe on someone else's trademark rights.

For more information on the need for Federal Trademark Searches, CLICK HERE.

Protecting Your Name - The fact that you incorporate under a name does not of itself protect your name from use by others. All incorporation means is that noone else will be able to incorporate using the same name in your state. If you consider your corporate name or any other name used in connection with your business to be a valuable asset, you should take further steps to protect the name from use by others.

For Information Regarding Protection of Your Name Under State and Federal Law, CLICK HERE.

Our Small Business E-Book contains a variety of documents to assist you in protecting and securing your business name.