15A:2-3. Use of name other than actual corporate name

a. No domestic corporation, or foreign corporation which conducts activities in this State within the meaning of section 15A:13-3 shall conduct any activities in this State using an alternate name including an abbreviation of its corporate name or an acronym unless:

(1) It also uses its actual corporate name in the transaction of any of its activities in a manner as not to be deceptive as to its actual identity; or

(2) It has been authorized to conduct activities in this State using the alternate name as provided in subsection c. of section 15A:2-2; or

(3) It has first registered the alternate name as provided in this section.

b. Any corporation may adopt and use any alternate name, including any which would be unavailable as the name of a domestic or foreign corporation because of the prohibitions of paragraph (2) of subsection a. of section 15A:2-2, but not including any name prohibited as a corporate name by paragraph (3) or (4) of subsection a. of section 15A:2-2, by filing an original and a copy of a certificate of registration of alternate name with the Secretary of State executed on behalf of the corporation. The Secretary of State shall forward the copy to the Attorney General. The certificate shall set forth:

(1) The name, jurisdiction and date of incorporation of the corporation;

(2) The alternate name;

(3) A brief statement of the character or nature of the particular activities to be conducted using the alternate name;

(4) That the corporation intends to use the alternate name in this State;

(5) That the corporation has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced the use.

c. The registration shall be effective for 5 years from the date of filing and may be renewed successively for additional 5-year periods by filing an original and a copy of a certificate of renewal executed on behalf of the corporation at any time within 90 days prior to, but not later than, the date of expiration of the registration. The certificate of renewal shall be effective as of the date of expiration of the earlier registration. The certificate of renewal shall set forth the information required in paragraphs (1) through (4) of subsection b. of this section, the date of filing of the certificate of registration then in effect, and that the corporation is continuing to use the alternate name. The Secretary of State shall forward the copy to the Attorney General.

d. This section shall not:

(1) Grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name, or corporate name; or

(2) Interfere with the power of any court to enjoin the use of the name on the basis of the law of unfair competition or on any other basis except the identity or similarity of the alternate name to any other corporate name.

e. A corporation which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the Secretary of State the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section after the operative date of the prohibitions of this section specified in subsection h. of this section. For the purpose of this subsection, any part of a year shall be considered a full year.

f. The failure of a corporation to file a certificate of registration or renewal of an alternate name shall not impair the validity of any contract or act of the corporation and shall not prevent the corporation from defending any action or proceeding in any court of this State, but the corporation shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the certificate.

g. (1) A corporation which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used an alternate name in this State shall, if the false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection e. of this section, forfeit to the State a penalty of not less than $200.00 nor more than $500.00.

(2) A corporation which ought to have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by certified or registered mail by the Secretary of State, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200.00 nor more than $500.00.

(3) The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise.

h. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. Any certificate of registration filed during that 90-day period need not include the information required by paragraph (5) of subsection b. of this section.

L.1983, c. 127, s. 15A:2-3, eff. Oct. 1, 1983.