1303 - Corporate name.
§ 1303. Corporate name. (a) General rule.--The corporate name may be in any language, but must be expressed in Roman letters or characters or Arabic or Roman numerals, and shall contain: (1) the word "corporation," "company," "incorporated" or "limited" or an abbreviation of any of them; (2) the word "association," "fund" or "syndicate"; or (3) words or abbreviations of like import in languages other than English. (b) Duplicate use of names.--The corporate name shall be distinguishable upon the records of the department from: (1) The name of any other domestic corporation for profit or not-for-profit which is either in existence or for which articles of incorporation have been filed but have not yet become effective, or of any foreign corporation for profit or not-for-profit which is either authorized to do business in this Commonwealth or for which an application for a certificate of authority has been filed but has not yet become effective, or the name of any association registered at any time under 54 Pa.C.S. Ch. 5 (relating to corporate and other association names), unless: (i) the other association: (A) has stated that it is about to change its name, or to cease to do business, or is being wound up, or is a foreign association about to withdraw from doing business in this Commonwealth, and the statement and a written consent to the adoption of the name is filed in the Department of State; (B) has filed with the Department of Revenue a certificate of out of existence, or has failed for a period of three successive years to file with the Department of Revenue a report or return required by law and the fact of such failure has been certified by the Department of Revenue to the Department of State; (C) has abandoned its name under the laws of its jurisdiction of incorporation, by amendment, merger, consolidation, division, expiration, dissolution or otherwise, without its name being adopted by a successor in a merger, consolidation, division or otherwise, and an official record of that fact, certified as provided by 42 Pa.C.S. § 5328 (relating to proof of official records), is presented by any person to the department; or (D) has had the registration of its name under 54 Pa.C.S. Ch. 5 terminated. (ii) (Deleted by amendment). (2) A name the exclusive right to which is at the time reserved by any other person whatsoever in the manner provided by statute. A name shall be rendered unavailable for corporate use by reason of the filing in the Department of State of any assumed or fictitious name required by 54 Pa.C.S. Ch. 3 (relating to fictitious names) to be filed in the department only if and to the extent expressly so provided in that chapter. (c) Required approvals or conditions.-- (1) The corporate name shall not imply that the corporation is: (i) A governmental agency of the Commonwealth or of the United States. (ii) A bank, bank and trust company, savings bank, private bank or trust company, as defined in the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, unless the corporation or proposed corporation is a Pennsylvania bank holding company or is otherwise authorized by statute to use its proposed name. (iii) An insurance company nor contain any of the words "annuity," "assurance," "beneficial," "bond," "casualty," "endowment," "fidelity," "fraternal," "guaranty," "indemnity," "insurance," "insurer," "reassurance," "reinsurance," "surety" or "title" when used in such a way as to imply that the corporation is engaged in the business of writing insurance or reinsurance as principal or any other words of like purport unless it is duly licensed as an insurance company by its jurisdiction of incorporation or the Insurance Department certifies that it has no objection to the use by the corporation or proposed corporation of the designation. The corporate name of a domestic insurance corporation shall: (A) contain the word "mutual" if, and only if, it is a mutual insurance company; and (B) clearly designate the object and purpose of the corporation. (iv) A public utility corporation furnishing electric or gas service to the public, unless the corporation or proposed corporation has as an express corporate purpose the furnishing of service subject to the jurisdiction of the Pennsylvania Public Utility Commission or the Federal Energy Regulatory Commission. (v) A credit union. See 17 Pa.C.S. § 104 (relating to prohibition on use of words "credit union," etc.). (2) The corporate name shall not contain: (i) The word "college," "university" or "seminary" when used in such a way as to imply that it is an educational institution conforming to the standards and qualifications prescribed by the State Board of Education, unless there is submitted a certificate from the Department of Education certifying that the corporation or proposed corporation is entitled to use that designation. (ii) Words that constitute blasphemy, profane cursing or swearing or that profane the Lord's name. (iii) The words "engineer" or "engineering" or "surveyor" or "surveying" or any other word implying that any form of the practice of engineering or surveying as defined in the act of May 23, 1945 (P.L.913, No.367), known as the Professional Engineers Registration Law, is provided unless at least one of the incorporators of a proposed corporation or the directors of the existing corporation has been properly registered with the State Registration Board for Professional Engineers in the practice of engineering or surveying and there is submitted to the department a certificate from the board to that effect. (iv) The words "architect" or "architecture" or any other word implying that any form of the practice of architecture as defined in the act of December 14, 1982 (P.L.1227, No.281), known as the Architects Licensure Law, is provided unless at least one of the incorporators of a proposed corporation or the directors of the existing corporation has been properly registered with the Architects Licensure Board in the practice of architecture and there is submitted to the department a certificate from the board to that effect. (v) The word "cooperative" or an abbreviation thereof unless the corporation is a cooperative corporation. (d) Other rights unaffected.--This section shall not abrogate or limit the law as to unfair competition or unfair practices nor derogate from the common law, the principles of equity or the provisions of Title 54 (relating to names) with respect to the right to acquire and protect trade names. Subsection (b) shall not apply if the applicant files in the department a certified copy of a final order of a court of competent jurisdiction establishing the prior right of the applicant to the use of a name in this Commonwealth. (e) Remedies for violation of section.--The use of a name in violation of this section shall not vitiate or otherwise affect the corporate existence, but any court having jurisdiction may enjoin the corporation from using or continuing to use a name in violation of this section upon the application of: (1) the Attorney General, acting on his own motion or at the instance of any administrative department, board or commission of this Commonwealth; or (2) any person adversely affected. (f) Cross references.--See sections 135(e) (relating to distinguishable names) and 1106(b)(2) (relating to uniform application of subpart). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2000, P.L.356, No.43, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsec. (e) and added subsec. (f). 2000 Amendment. Act 43 amended subsec. (b) intro. par., (1) intro. par., (i) intro. par., (A) and (D) and deleted subsec. (b)(1)(ii) and last par. 1990 Amendment. Act 198 amended subsecs. (b)(1) and (c)(1)(iii) and added subsec. (c)(1)(v). References in Text. The name of the Professional Engineers Registration Law was changed to the Engineer, Land Surveyor and Geologist Registration Law. The name of the State Registration Board for Professional Engineers and Professional Land Surveyors was changed to the State Registration Board for Professional Engineers, Land Surveyors and Geologists. Cross References. Section 1303 is referred to in sections 161, 1304, 2121, 2921, 4123, 4161, 8203, 8505, 8905 of this title.