N.Y. Business Corporation Law 303 – Reservation of name
§ 303. Reservation of name.
Terms Used In N.Y. Business Corporation Law 303
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
(a) A corporate name may be reserved by:
(1) Any person intending to form a domestic corporation.
(2) Any domestic corporation intending to change its name.
(3) Any foreign corporation intending to apply for authority to do business in this state.
(4) Any authorized foreign corporation intending to change its name.
(5) Any person intending to incorporate a foreign corporation and to have it apply for authority to do business in this state.
(b) A fictitious name for use pursuant to section 1301 of this chapter, may be reserved by:
(1) Any foreign corporation intending to apply for authority to do business in this state, pursuant to paragraph (d) of section 1301 of this chapter.
(2) Any authorized foreign corporation intending to change its fictitious name under which it does business in this state.
(3) Any authorized foreign corporation which has changed its corporate name in its jurisdiction, such new corporate name not being available in this state.
(c) Application to reserve a corporate name shall be delivered to the department of state. It shall set forth the name and address of the applicant, the name to be reserved and a statement of the basis under paragraph (a) or (b) for the application. The secretary of state may require that there be included in the application a statement as to the nature of the business to be conducted by the corporation. If the name is available for corporate use, the department of state shall reserve the name for the use of the applicant for a period of sixty days and issue a certificate of reservation. The restrictions and qualifications set forth in subparagraphs (a) (3), (4), (5), (6) and (7) of section 301 (Corporate name; general) are not waived by the issuance of a certificate of reservation. The certificate of reservation shall include the name of the applicant, the name reserved and the date of the reservation. The certificate of reservation (or in lieu thereof an affidavit by the applicant or by his agent or attorney that the certificate of reservation has been lost or destroyed) shall accompany the certificate of incorporation or the application for authority when either is delivered to the department of state.
(d) The secretary of state may extend the reservation for additional periods of not more than sixty days each, upon the written request of the applicant, his attorney or agent delivered to the department of state, to be filed before the expiration of the reservation period then in effect. Such request shall have attached to it the certificate of reservation of name. Not more than two such extensions shall be granted.
(e) Upon the request of the applicant, delivered to the department of state before the expiration of the reserved period, the department shall cancel the reservation.
(f) Any application or request under this section shall be signed by the applicant, his attorney or agent.
(g) Upon the receipt of an application to reserve a corporate name by the department of state pursuant to this section, the department shall confirm such receipt by mail or email to the applicant at the address or email address set forth in such application. In addition, the department shall include, but not be limited to including, the following information in such mailing or email:
(1) contact information, including, but not limited to website, address and telephone number, of the New York state small business development center serving their region;
(2) contact information, including, but not limited to website, address and telephone number, of the New York state entrepreneurship assistance center serving their region;
(3) contact information, including, but not limited to the website, address and telephone number of business mentor NY; and
(4) contact information, including, but not limited to website, address and telephone number, of empire state development. Information regarding empire state development shall include direction to resources available on such website to support and assist new businesses.