Consent for Names with Restricted Words
Under New York Business Corporation Law Section 301(a)(5)(B), a domestic or foreign corporation is prohibited from using certain words (“restricted words”) and derivatives of those words in its name unless the Superintendent of Financial Services has given consent. Similar prohibitions are contained in New York’s Not-for-Profit Corporation Law (Section 301(a)(5)(B)), General Business Law (Section 130(2)(c)), Partnership Law (Section 121-102(a)(3)(B)), and Limited Liability Company Law (Section 204(f)) for not-for-profit corporations, partnerships, limited liability companies, professional limited liability companies, and assumed names for sole proprietors.
Restricted words include the following words that relate to banking: Acceptance, Bank, Finance, Investment, Loan, Mortgage, and Savings; and the following words that relate to insurance: Annuity, Assurance, Benefit, Bond, Casualty, Endowment, Fidelity, Guaranty, Indemnity, Insurance, Surety, Title, and Underwriter.
Applicants seeking consent for a name that includes a restricted word, except those applicants who are or will be engaging in an insurance business that requires a license, registration, certificate, or authorization from the Department, and except for mortgage entities and foreign banking corporations, must submit a written request by email to [email protected] containing the following information:
- a description of the business activities of the entity in New York State, including the activities in which the applicant will be engaging;
- evidence of name, such as a photocopy or electronic copy of that portion of the entity’s proposed or current Certificate of Incorporation or Articles of Organization or Limited Partnership Agreement, or amendment thereto, or a Certificate of Good Standing, evidencing the entity’s name; and
- a statement from the applicant or the applicant’s authorized representative attesting that such person has direct knowledge of the facts, and that the description of the listed business activities is, to the best of such person’s knowledge, true and accurate.
Upon receiving an application, the Department may request additional information. If an applicant will be involved in any activity that requires licensing or other approval from DFS, the applicant must provide the Department with a firm commitment of its intent to procure such license prior to being granted permission to use the restricted word.
A name consent granted by the Department does not constitute a license to engage in any particular activity and does not itself operate to reserve the name with the Secretary of State or the Department. Approval is limited to the use of the restricted word or a derivative of the restricted word approved for use in the applicant’s name.
Individuals or entities that wish to engage in business involving residential mortgages on owner-occupied one-to-four family residential properties must submit their names to the Superintendent of Financial Services for review. Requests should be sent to the Department’s Mortgage Banking Unit at the address below or by email at [email protected], and must include the following:
1. Cover Letter
The cover letter must be on letterhead, if relevant, and signed by an authorized officer or a duly licensed attorney in the case of entities, or by the individual if such person is the applicant. It must contain the business activities in New York of the individual or entity. The authorized officer, duly licensed attorney, or individual also must attest either to the status of any registration, charter, license, or authorization that the individual or entity has or must obtain to do business in this State, or that no registration, charter, license, or authorization is necessary to conduct that business in this State.
2. Organizational Documents
Depending on the type of legal entity and application, the cover letter should be accompanied by draft versions of one or more of the following documents:
- Corporation - Certificate of Incorporation
- LLC - Articles of Organization
- LP - Certificate of Limited Partnership or Limited Partnership Agreement
- Assumed Name - Certificate of Assumed Name for corporation using D/B/A. Also include the legal entity’s filing receipt.
- Change of Name - Certificate of Amendment
- Foreign Organization - Application for Authority and copy of the Good Standing Certificate issued by the chartering state.
An authorized officer who submits a cover letter concerning the business activities of the entity must certify that the officer has knowledge of the facts and shall certify that the description of the listed business activities is, to the best of the officer’s knowledge, true and accurate. A duly licensed attorney who submits a cover letter shall certify that such attorney’s attestation is, to the best of the attorney’s knowledge, true and correct.
4. Any other information requested by the Department, which should be sent to:
Mortgage Banking Unit
NYS Department of Financial Services
1 State Street, 3rd Floor
New York, NY 10004
The Mortgage Banking Unit reviews all requests to ensure that names reasonably relate to the entity’s or individual’s business activities and that the public would not be confused or misled by the name.
The United States Office of the Comptroller of the Currency prohibits state licensed and registered mortgage entities from using the words “National” and “Federal.” Please consult your legal counsel for additional information.
Failure to include original documents with your application for approval will delay processing your application as the application will be returned to you for completion.
Foreign Banking Corporations
A foreign banking corporation (as defined in Banking Law Section 221-b(2)) maintaining a New York State-licensed branch, agency, or representative office that proposes to change its name must submit a letter application to the Superintendent of Financial Services.
The letter application must contain a description of the reasons for, and indicate the effective date of, such change of name and be accompanied by certified copies (with translation into English, if applicable) of resolutions adopted by the foreign banking corporation's board of directors authorizing the change of name, and a statement from the home country authorities that such authorities approve or do not object to the change of name.
Insurance Licensees other than Insurance Companies
The Department’s Insurance Licensing Unit approves names of insurance licensees other than insurance companies, such as the names of insurance agents, insurance brokers, insurance adjusters, insurance consultants, title insurance agents, excess line brokers, limited lines licensees, reinsurance intermediaries, service contract providers, and bail agents, whether an individual or entity. The Insurance Licensing Unit also approves trade names of such insurance licensees.
To request approval of an entity name or a trade name for an entity or individual, an applicant must send an email to the Insurance Licensing Unit at [email protected].
The application must include:
- the entity name or trade name, including exact spelling and punctuation, with such name matching exactly with the name to be filed with the New York State Department of State, or the name as it is filed in the entity’s home state;
- two alternate names that do not start with the same first two words as the name or trade name for which the applicant is seeking approval;
- a contact name, phone number, and postal mailing address for the applicant; and
- if not already licensed by the Department, the type of license for which the applicant intends to apply.
Insurance Companies (see above for insurance agents, brokers, and other licensees)
An insurance company is an entity that issues insurance policies. This section does not apply to insurance licensees, such insurance agents, insurance brokers, insurance adjusters, insurance consultants, title insurance agents, excess line brokers, limited lines licensees, reinsurance intermediaries, service contract providers, and bail agents, whether an individual or entity.
The Department’s Office of General Counsel processes requests for name reservations and approvals for the:
- formation and licensing of New York domestic insurance companies;
- licensing of foreign insurance companies; and
- name changes of existing licensed insurance companies.
A request for a name reservation or approval should be directed to the Office of General Counsel and must include the name to be approved, the kind(s) of insurance for which the insurance company intends to become authorized to write in this state, and payment of a $25 processing fee. Approval requests are effective for six months but can be renewed for an additional six months with notice and payment of a $25 fee for such extension.
Mailed requests: A request with a check made payable to the “Superintendent of Financial Services” may be sent to the Office of General Counsel at:
Attn: Brad Rice
Office of General Counsel
New York State Department of Financial Services
One Commerce Plaza, 17th Floor
Albany, NY 12257
Online requests: Select Name Reservation
If you have any questions please contact the Office of General Counsel at [email protected]