New Jersey Statutes 15A:2-2. Corporate name of domestic or foreign corporation
Terms Used In New Jersey Statutes 15A:2-2
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
- Statute: A law passed by a legislature.
(1) Shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates or implies that it is organized for any purpose other than one or more of the purposes permitted by its certificate of incorporation;
(2) Shall not be the same as, or confusingly similar to, the corporate name of any domestic corporation, including a corporate name set forth in a certificate of incorporation filed in the office of the Secretary of State for which the effective date is subsequent to the date of filing, as authorized by subsection b. of section 15A:2-8 or of any foreign corporation authorized to conduct activities in this State or any corporate name reserved or registered under this act, or any corporate name in use, reserved or registered under the New Jersey Business Corporation Act, unless the written consent of the other domestic, foreign corporation or corporate entity, or holder of a reserved or registered name to the adoption of its name or a confusingly similar name, is filed in the office of the Secretary of State with the certificate of incorporation or with the application for an original or amended certificate of authority to conduct activities in this State; or, in lieu of that consent, there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the corporation to the use of the name in this State;
(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 the restrictions have been complied with; and
(4) Shall contain one of the following: “a New Jersey nonprofit corporation,” “incorporated,” “corporation,” “inc.,” or “corp.” unless it is a corporation which could organize pursuant to the provisions of Title 16 of the Revised Statutes.
b. (1) This section shall not require any domestic corporation organized prior to the effective date of this act or any foreign corporation authorized to conduct activities in this State prior to the effective date of this act to change its corporate name in order to comply with this section, if the name is otherwise lawful on the effective date of this act. The corporation shall not change its corporate name on or after the effective date of this act to a name which is not available for corporate use under this section.
(2) This section shall not prevent a domestic corporation (a) with which another corporation, domestic or foreign, is merged, or (b) which is formed by the reorganization or consolidation of one or more domestic or foreign corporations, or (c) which receives upon a sale, lease or other disposition from, or exchange with, another corporation, domestic or foreign, all or substantially all the assets of the other corporation including its name, from having the same corporate name as any of those corporations if, at the time, the other corporation was organized under the laws of, or is authorized to conduct activities in, this State.
c. If the name of a foreign corporation is not available for use in this State because of subsection a. of this section, the corporation may be authorized to conduct activities in this State under an alternate name which is available for corporate use under this section. The corporation shall file in the office of the Secretary of State with its application for an original or amended certificate of authority an original and a copy of a resolution of its board adopting the alternate name for use in conducting activities in this State. The Secretary of State shall forward the copy to the Attorney General.
d. The corporate name of a domestic corporation which has been dissolved and any name confusingly similar to the name of a domestic corporation which has been dissolved shall not be available for corporate use for 2 years after the effective time of dissolution, unless, within that 2-year period, the written consent of the dissolved corporation to the adoption of its name, or a confusingly similar name, is filed in the office of the Secretary of State with the certificate of incorporation of another domestic corporation or with the application of a foreign corporation for an original or amended certificate of authority to conduct activities in this State.
e. The filing in the office of the Secretary of State of the certificate of incorporation of a domestic corporation or the issuance by the Secretary of State of a certificate to a foreign corporation authorizing it to conduct activities in this State shall not preclude an action by this State to enjoin a violation of this section or an action by any person adversely affected to enjoin the violation or the use of a corporate name in violation of the rights of that person, whether on principles of unfair competition or otherwise. The court may grant any other appropriate relief.
L.1983, c. 127, s. 15A:2-2, eff. Oct. 1, 1983.