NY Gen Bus L § 130 (2021)
2021 New York Laws GBS - General Business Article 9-B - Use of Names and Symbols 130 - Filing of Certificates by Persons Conducting Business Under Assumed Name or as Partners.

§  130.  Filing  of  certificates by persons conducting business under assumed name or as partners. 1. No person shall hereafter (i)  carry  on or  conduct  or  transact  business  in  this  state  under  any name or designation other than his or its real name, or (ii) carry on or conduct or transact business in this state as a member of a partnership, unless:  (a) Such person, if other than a corporation, limited  partnership  or limited liability company, shall file in the office of the clerk of each county  in  which such business is conducted or transacted a certificate setting forth the name or designation under which and the address within the county at which such business is conducted or transacted,  the  full name  or  names  of  the person or persons conducting or transacting the same, including the names of all partners, with the residence address of each such person, and the age of any person less than eighteen years  of age.  Each  certificate  shall  be executed and duly acknowledged by the person or, if there be more than one, by all of the  persons  conducting the business.  (b)  Such  person,  if  a  corporation, limited partnership or limited liability company, shall file, together with the fees as  set  forth  in subdivision  five  of  this  section,  in the office of the secretary of state a certificate setting forth the name or  designation  under  which business  is  carried  on  or  conducted  or  transacted, its corporate, limited partnership or limited  liability  company  name,  the  location including  number and street, if any, of its principal place of business in the state, the name of each county  in  which  it  does  business  or intends to do business, and the location including number and street, if any, of each place where it carries on or conducts or transacts business in  this  state. Each certificate shall be executed by an officer of the corporation, a general partner of the limited partnership, a  member  or manager  of  a  limited  liability  company,  or  an attorney-in-fact or authorized person for such corporation, limited partnership, or  limited liability company, as the case may be. A corporation which carries on or conducts  or  transacts  business  in  this  state  as  a  member  of  a partnership or limited liability company shall not be required solely by reason thereof to file the certificate required by this paragraph if the partners shall have filed the certificate required by paragraph  (a)  of this subdivision.   1-a. As used in this section, unless the context otherwise requires:  (a)   "Person"   shall   mean   an  individual,  partnership,  limited partnership, corporation, limited liability company  and  unincorporated association;  (b)  The "real name" of a corporation shall mean its corporate name as set forth in its certificate of incorporation;  the  "real  name"  of  a limited  partnership shall mean its name as set forth in its certificate of limited partnership; the "real name" of a limited  liability  company shall mean its name as set forth in its articles of organization and any generally  accepted,  understood  or  recognizable abbreviations of such names.  (c) The use by a corporation, limited partnership or limited liability company of a divisional, departmental or trade name or  designation,  in conjunction  with  the real name of the corporation, limited partnership or limited liability company, shall be deemed to be the use of the  real name  of  the  corporation,  limited  partnership  or  limited liability company, for purposes of this section.   2. (a) No individual, partnership, or unincorporated association shall hereafter use or  file  a  certificate  for  the  use  of  any  name  or designation  to  carry  on or conduct or transact business in this state which consists of or includes words, or initials and a  word  or  words, which  are  or  appear  to  be the full name or names, or the initial or  initials and family  name  of  a  person  or  persons,  or  a  colorable simulation thereof, unless:  (1)  the  words or initials and word or words appearing to be the full name or initials and family name of a person included, are the true full name or the initials and family name of the person or one of the persons conducting the business; or  (2) the words or initials and words so included, which are  or  appear to  be  the  full  name, or the initials and family name, of any person, have a secondary, historic or geographic meaning  or  connotation  apart from  that  of  a  name of a person, and the name or designation so used contains a word or words clearly signifying such secondary, historic  or geographic  meaning  or  connotation, or is followed by the abbreviation "a.n.",  and  said  secondary,  historic  or   geographic   meaning   or connotation is stated in the certificate; or  (3)  the  person  or persons conducting the business are successors in interest to the person or persons theretofore using such name  or  names to  carry  on  or  conduct  or  transact  business,  in  which  case the certificate filed shall so state.  (b) Paragraph (a) of this subdivision shall not apply to corporations, limited partnerships, or limited liability companies.  (c) No corporation, limited partnership or limited  liability  company shall  use  or file a certificate for the use of any name or designation to carry on or conduct or transact business in this state which consists of or includes a word or  words  the  use  of  which  is  prohibited  or restricted  by  subparagraphs  three  through eleven of paragraph (a) of section  three  hundred  one  of  the  business   corporation   law   or subparagraphs  three  through  nine  of  paragraph  (a) of section three hundred one and paragraph (w)  of  section  four  hundred  four  of  the not-for-profit corporation law, or paragraph three of subdivision (a) of section  121-102 of the partnership law, or subdivisions (d) through (i) of section two hundred  four  of  the  limited  liability  company  law, respectively,   without   having  obtained  any  necessary  consents  or approvals which would permit the use of the word or  words  pursuant  to such laws.   3. Whenever a certificate which has been filed under this section does not  accurately  set forth the facts required by this section, or within thirty days after there has been a change  in  such  facts,  an  amended certificate shall be filed which shall identify the original certificate and  incorporate the corrections or changes. If such amended certificate is filed for the purpose of adding or withdrawing the name of any person to the original certificate as a person conducting a business  or  as  a partner, such amended certificate must be executed by such person and by any  one  or  more  of  the  other persons named in the original or last amended certificate, unless  otherwise  provided  by  an  order  of  the supreme  court. Any other amended certificate may be executed by any one or more of the persons named therein as a person conducting the business or as a partner or, in the case of a corporation, by an officer  of  the corporation,  in the case of a limited partnership, by a general partner of the limited partnership, or  in  the  case  of  a  limited  liability company,  by a member or manager of the limited liability company, or by an attorney-in-fact or authorized person for such  corporation,  limited partnership, or limited liability company, as the case may be.   4.  A  certified  copy  of  the original certificate, or if an amended certificate has been filed, then of the most recent amended  certificate filed  shall be conspicuously displayed on the premises at each place in which the business for which the same was filed is conducted.   5. (a) (1) The several county clerks  of  this  state  shall  keep  an alphabetical  index  of  all certificates, provided for herein, together  with appropriate notations of the nature  of  amended  certificates  and certificates  of discontinuance, and for the indexing and filing of such certificates, they shall receive a fee as specified in paragraph two  of subdivision  (b)  of  section  eight  thousand  twenty-one  of the civil practice law and rules.  (2)  A  county  clerk  may  adopt  a  new  indexing  system  utilizing electro-mechanical, electronic or any other method he deems suitable for maintaining the indexes.  (b) (1) The secretary of state shall keep an alphabetical index of all certificates  filed pursuant to paragraph (b) of subdivision one of this section, together with appropriate notations of the  nature  of  amended certificates  and  certificates  of discontinuance; and for the indexing and filing of such certificates, the secretary of state shall receive  a fee of twenty-five dollars ($25.00).  (2)  The  secretary  of state shall also collect from each corporation filing an assumed name certificate the fee  or  fees,  as  specified  in paragraph two of subdivision (b) of section eight thousand twenty-one of the  civil  practice  law  and  rules,  for  each  county  in  which the corporation does business or transacts business  or  intends  to  do  or transact  business,  as  indicated  in  the certificate. Any fee or fees collected by  the  secretary  of  state  for  filing  a  certificate  or certificates  with  a  county  clerk shall be transmitted to such county clerk together with a copy of  such  certificate  or  certificates,  for indexing  and filing as provided above, within ten (10) business days of the last day of the month in  which  such  fees  and  certificates  were received  by  the  secretary of state. The secretary of state shall also transmit to the appropriate county clerk or clerks within  such  ten-day period   a   copy   of  any  amended  certificates  or  certificates  of discontinuance received by the secretary of state  for  filing  in  such counties.   6. A copy of a certificate filed under the provisions of this section, duly  certified  to  by  the county clerk or secretary of state in whose office the certificate is filed, shall be presumptive  evidence  in  all courts  of this state of the facts therein contained; provided, however, that neither the certificate itself nor the filing  thereof  shall,  for any  purpose  other  than this section, constitute or be construed as an admission by the filing person, or be used as evidence, that such person does or has done business or has carried  on,  conducted  or  transacted business in this state or any county therein, or intended to do so.   7. Subdivision one of this section shall not apply to a person who, or a  partnership  which,  has duly filed a certificate of continued use of firm name under article seven of the partnership law, or  to  a  private banker  duly  authorized  by the superintendent of financial services to engage in business pursuant to the provisions of the banking law or to a partnership of attorneys and counsellors-at-law engaged in the  practice of  their  profession,  and  subdivision three of this section shall not apply to such a person or partnership who has  filed  a  certificate  of discontinuance under subdivision ten of this section.   8.  The failure to comply with the provisions of this section shall in no way affect the rights of third persons, nor  shall  this  section  be deemed  or  construed  to  limit  the  liability  of  partners under the provisions of the partnership law.   8-a. The acceptance of a  certificate  by  the  county  clerk  or  the secretary of state for filing pursuant to the provisions of this section shall  not  be construed to confer any right to or interest in any trade name; nor shall any of the provisions of this section  be  construed  to affect  the  rights  to,  or the enforcement of any rights to, any trade name acquired at any time under the common law of this state.    9. Any person  or  persons  carrying  on,  conducting  or  transacting business as aforesaid, who knowingly fails to comply with the provisions of  this  section  or  who  knowingly  makes  a  false  statement  in  a certificate filed thereunder shall  be  guilty  of  a  misdemeanor.  Any person  or  persons  carrying  on, conducting or transacting business as aforesaid who fails to comply with the provisions of this section  shall be  prohibited from maintaining any action or proceeding in any court in this state on any contract, account or transaction made in a name  other than  its  real  name until the certificate required by this section has been executed and filed in accordance  with  the  provisions  set  forth herein.   10.  If  the  business  for  which  a  certificate is filed under this section is discontinued, or the conditions under which it  is  conducted are  such  that  the  filing of a certificate in such county or with the secretary  of  state  is  no   longer   required,   a   certificate   of discontinuance may be filed with the county clerk with whom the original certificate  was  filed  or,  if  a corporation, limited partnership, or limited liability company, with the secretary of state, identifying such certificate and also identifying the amended certificate, if  any,  last previously  filed and certifying the facts by reason of which the filing of  a  certificate  is  no   longer   required.   The   certificate   of discontinuance  shall  be  executed  in  the  same manner as an original certificate and shall specify  the  date  on  which  the  discontinuance occurred or the conditions under which the business is conducted changed so  that  the  filing of a certificate is no longer required. The county clerk or, if a corporation, limited partnership,  or  limited  liability company,  the  secretary  of  state shall note the discontinuance in the index. A certificate of discontinuance shall be executed by  a  majority of  the  persons  named  in  the  original  certificate  or  the amended certificate last previously filed as persons conducting  or  transacting the  business  or  as  partners  or, in the case of a corporation, by an officer of the corporation, in the case of a limited partnership,  by  a general  partner of the limited partnership, or in the case of a limited liability company, by a member  or  manager  of  the  limited  liability company,  or  by  an  attorney-in-fact  or  authorized  person  for such corporation, limited partnership, or limited liability company,  as  the case  may  be,  provided  that  if  any  of  them  shall be deceased the certificate shall so state and may be executed  by  a  majority  of  the survivors,  or  by  the  executor  or administrator of a deceased person named in the original  certificate  or  last  previously  filed  amended certificate  as  the only person conducting or transacting the business, and provided further that any such signatures may be dispensed  with  by order of the supreme court.   11.  Notwithstanding any other provision of this section, an education corporation may not file a  certificate  under  this  section  with  the secretary  of  state,  unless  the  consent  of  the board of regents is endorsed on or  annexed  thereto.  Nothing  in  this  subdivision  shall invalidate  a  certificate  lawfully  filed  by an education corporation pursuant  to  this  section  prior  to  the  effective  date   of   this subdivision.