2023 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.