State Codes and Statutes

Statutes > New-jersey > Title-15a > Section-15a-2 > 15a-2-2

15A:2-2.  Corporate name of domestic or foreign corporation    a.  The corporate name of a domestic corporation or of a foreign corporation  authorized to transact business in this State:

    (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.