N.Y. GBS Law § 130 — New York Code / Act GBS / Article 9-B / Section 130
Filing of certificates by persons conducting business under assumed name or as partners
Status: in_force

§ 130. Filing of certificates by persons conducting business under\nassumed name or as partners. 1. No person shall hereafter (i) carry on\nor conduct or transact business in this state under any name or\ndesignation other than his or its real name, or (ii) carry on or conduct\nor transact business in this state as a member of a partnership, unless:\n  (a) Such person, if other than a corporation, limited partnership or\nlimited liability company, shall file in the office of the clerk of each\ncounty in which such business is conducted or transacted a certificate\nsetting forth the name or designation under which and the address within\nthe county at which such business is conducted or transacted, the full\nname or names of the person or persons conducting or transacting the\nsame, including the names of all partners, with the residence address of\neach such person, and the age of any person less than eighteen years of\nage. Each certificate shall be executed and duly acknowledged by the\nperson or, if there be more than one, by all of the persons conducting\nthe business.\n  (b) Such person, if a corporation, limited partnership or limited\nliability company, shall file, together with the fees as set forth in\nsubdivision five of this section, in the office of the secretary of\nstate a certificate setting forth the name or designation under which\nbusiness is carried on or conducted or transacted, its corporate,\nlimited partnership or limited liability company name, the location\nincluding number and street, if any, of its principal place of business\nin the state, the name of each county in which it does business or\nintends to do business, and the location including number and street, if\nany, of each place where it carries on or conducts or transacts business\nin this state. Each certificate shall be executed by an officer of the\ncorporation, a general partner of the limited partnership, a member or\nmanager of a limited liability company, or an attorney-in-fact or\nauthorized person for such corporation, limited partnership, or limited\nliability company, as the case may be. A corporation which carries on or\nconducts or transacts business in this state as a member of a\npartnership or limited liability company shall not be required solely by\nreason thereof to file the certificate required by this paragraph if the\npartners shall have filed the certificate required by paragraph (a) of\nthis subdivision.\n  1-a. As used in this section, unless the context otherwise requires:\n  (a) "Person" shall mean an individual, partnership, limited\npartnership, corporation, limited liability company and unincorporated\nassociation;\n  (b) The "real name" of a corporation shall mean its corporate name as\nset forth in its certificate of incorporation; the "real name" of a\nlimited partnership shall mean its name as set forth in its certificate\nof limited partnership; the "real name" of a limited liability company\nshall mean its name as set forth in its articles of organization and any\ngenerally accepted, understood or recognizable abbreviations of such\nnames.\n  (c) The use by a corporation, limited partnership or limited liability\ncompany of a divisional, departmental or trade name or designation, in\nconjunction with the real name of the corporation, limited partnership\nor limited liability company, shall be deemed to be the use of the real\nname of the corporation, limited partnership or limited liability\ncompany, for purposes of this section.\n  2. (a) No individual, partnership, or unincorporated association shall\nhereafter use or file a certificate for the use of any name or\ndesignation to carry on or conduct or transact business in this state\nwhich consists of or includes words, or initials and a word or words,\nwhich are or appear to be the full name or names, or the initial or\ninitials and family name of a person or persons, or a colorable\nsimulation thereof, unless:\n  (1) the words or initials and word or words appearing to be the full\nname or initials and family name of a person included, are the true full\nname or the initials and family name of the person or one of the persons\nconducting the business; or\n  (2) the words or initials and words so included, which are or appear\nto be the full name, or the initials and family name, of any person,\nhave a secondary, historic or geographic meaning or connotation apart\nfrom that of a name of a person, and the name or designation so used\ncontains a word or words clearly signifying such secondary, historic or\ngeographic meaning or connotation, or is followed by the abbreviation\n"a.n.", and said secondary, historic or geographic meaning or\nconnotation is stated in the certificate; or\n  (3) the person or persons conducting the business are successors in\ninterest to the person or persons theretofore using such name or names\nto carry on or conduct or transact business, in which case the\ncertificate filed shall so state.\n  (b) Paragraph (a) of this subdivision shall not apply to corporations,\nlimited partnerships, or limited liability companies.\n  (c) No corporation, limited partnership or limited liability company\nshall use or file a certificate for the use of any name or designation\nto carry on or conduct or transact business in this state which consists\nof or includes a word or words the use of which is prohibited or\nrestricted by subparagraphs three through eleven of paragraph (a) of\nsection three hundred one of the business corporation law or\nsubparagraphs three through nine of paragraph (a) of section three\nhundred one and paragraph (w) of section four hundred four of the\nnot-for-profit corporation law, or paragraph three of subdivision (a) of\nsection 121-102 of the partnership law, or subdivisions (d) through (i)\nof section two hundred four of the limited liability company law,\nrespectively, without having obtained any necessary consents or\napprovals which would permit the use of the word or words pursuant to\nsuch laws.\n  3. Whenever a certificate which has been filed under this section does\nnot accurately set forth the facts required by this section, or within\nthirty days after there has been a change in such facts, an amended\ncertificate shall be filed which shall identify the original certificate\nand incorporate the corrections or changes. If such amended certificate\nis filed for the purpose of adding or withdrawing the name of any person\nto the original certificate as a person conducting a business or as a\npartner, such amended certificate must be executed by such person and by\nany one or more of the other persons named in the original or last\namended certificate, unless otherwise provided by an order of the\nsupreme court. Any other amended certificate may be executed by any one\nor more of the persons named therein as a person conducting the business\nor as a partner or, in the case of a corporation, by an officer of the\ncorporation, in the case of a limited partnership, by a general partner\nof the limited partnership, or in the case of a limited liability\ncompany, by a member or manager of the limited liability company, or by\nan attorney-in-fact or authorized person for such corporation, limited\npartnership, or limited liability company, as the case may be.\n  4. A certified copy of the original certificate, or if an amended\ncertificate has been filed, then of the most recent amended certificate\nfiled shall be conspicuously displayed on the premises at each place in\nwhich the business for which the same was filed is conducted.\n  5. (a) (1) The several county clerks of this state shall keep an\nalphabetical index of all certificates, provided for herein, together\nwith appropriate notations of the nature of amended certificates and\ncertificates of discontinuance, and for the indexing and filing of such\ncertificates, they shall receive a fee as specified in paragraph two of\nsubdivision (b) of section eight thousand twenty-one of the civil\npractice law and rules.\n  (2) A county clerk may adopt a new indexing system utilizing\nelectro-mechanical, electronic or any other method he deems suitable for\nmaintaining the indexes.\n  (b) (1) The secretary of state shall keep an alphabetical index of all\ncertificates filed pursuant to paragraph (b) of subdivision one of this\nsection, together with appropriate notations of the nature of amended\ncertificates and certificates of discontinuance; and for the indexing\nand filing of such certificates, the secretary of state shall receive a\nfee of twenty-five dollars ($25.00).\n  (2) The secretary of state shall also collect from each corporation\nfiling an assumed name certificate the fee or fees, as specified in\nparagraph two of subdivision (b) of section eight thousand twenty-one of\nthe civil practice law and rules, for each county in which the\ncorporation does business or transacts business or intends to do or\ntransact business, as indicated in the certificate. Any fee or fees\ncollected by the secretary of state for filing a certificate or\ncertificates with a county clerk shall be transmitted to such county\nclerk together with a copy of such certificate or certificates, for\nindexing and filing as provided above, within ten (10) business days of\nthe last day of the month in which such fees and certificates were\nreceived by the secretary of state. The secretary of state shall also\ntransmit to the appropriate county clerk or clerks within such ten-day\nperiod a copy of any amended certificates or certificates of\ndiscontinuance received by the secretary of state for filing in such\ncounties.\n  6. A copy of a certificate filed under the provisions of this section,\nduly certified to by the county clerk or secretary of state in whose\noffice the certificate is filed, shall be presumptive evidence in all\ncourts of this state of the facts therein contained; provided, however,\nthat neither the certificate itself nor the filing thereof shall, for\nany purpose other than this section, constitute or be construed as an\nadmission by the filing person, or be used as evidence, that such person\ndoes or has done business or has carried on, conducted or transacted\nbusiness in this state or any county therein, or intended to do so.\n  7. Subdivision one of this section shall not apply to a person who, or\na partnership which, has duly filed a certificate of continued use of\nfirm name under article seven of the partnership law, or to a private\nbanker duly authorized by the superintendent of financial services to\nengage in business pursuant to the provisions of the banking law or to a\npartnership of attorneys and counsellors-at-law engaged in the practice\nof their profession, and subdivision three of this section shall not\napply to such a person or partnership who has filed a certificate of\ndiscontinuance under subdivision ten of this section.\n  8. The failure to comply with the provisions of this section shall in\nno way affect the rights of third persons, nor shall this section be\ndeemed or construed to limit the liability of partners under the\nprovisions of the partnership law.\n  8-a. The acceptance of a certificate by the county clerk or the\nsecretary of state for filing pursuant to the provisions of this section\nshall not be construed to confer any right to or interest in any trade\nname; nor shall any of the provisions of this section be construed to\naffect the rights to, or the enforcement of any rights to, any trade\nname acquired at any time under the common law of this state.\n  9. Any person or persons carrying on, conducting or transacting\nbusiness as aforesaid, who knowingly fails to comply with the provisions\nof this section or who knowingly makes a false statement in a\ncertificate filed thereunder shall be guilty of a misdemeanor. Any\nperson or persons carrying on, conducting or transacting business as\naforesaid who fails to comply with the provisions of this section shall\nbe prohibited from maintaining any action or proceeding in any court in\nthis state on any contract, account or transaction made in a name other\nthan its real name until the certificate required by this section has\nbeen executed and filed in accordance with the provisions set forth\nherein.\n  10. If the business for which a certificate is filed under this\nsection is discontinued, or the conditions under which it is conducted\nare such that the filing of a certificate in such county or with the\nsecretary of state is no longer required, a certificate of\ndiscontinuance may be filed with the county clerk with whom the original\ncertificate was filed or, if a corporation, limited partnership, or\nlimited liability company, with the secretary of state, identifying such\ncertificate and also identifying the amended certificate, if any, last\npreviously filed and certifying the facts by reason of which the filing\nof a certificate is no longer required. The certificate of\ndiscontinuance shall be executed in the same manner as an original\ncertificate and shall specify the date on which the discontinuance\noccurred or the conditions under which the business is conducted changed\nso that the filing of a certificate is no longer required. The county\nclerk or, if a corporation, limited partnership, or limited liability\ncompany, the secretary of state shall note the discontinuance in the\nindex. A certificate of discontinuance shall be executed by a majority\nof the persons named in the original certificate or the amended\ncertificate last previously filed as persons conducting or transacting\nthe business or as partners or, in the case of a corporation, by an\nofficer of the corporation, in the case of a limited partnership, by a\ngeneral partner of the limited partnership, or in the case of a limited\nliability company, by a member or manager of the limited liability\ncompany, or by an attorney-in-fact or authorized person for such\ncorporation, limited partnership, or limited liability company, as the\ncase may be, provided that if any of them shall be deceased the\ncertificate shall so state and may be executed by a majority of the\nsurvivors, or by the executor or administrator of a deceased person\nnamed in the original certificate or last previously filed amended\ncertificate as the only person conducting or transacting the business,\nand provided further that any such signatures may be dispensed with by\norder of the supreme court.\n  11. Notwithstanding any other provision of this section, an education\ncorporation may not file a certificate under this section with the\nsecretary of state, unless the consent of the board of regents is\nendorsed on or annexed thereto. Nothing in this subdivision shall\ninvalidate a certificate lawfully filed by an education corporation\npursuant to this section prior to the effective date of this\nsubdivision.\n