§ 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.