Section 17.41. Foreign association names

(a) This subchapter is also generally applicable to determination of the availability of a name for use by a foreign association which desires to receive a new or amended certificate of authority to do business in this Commonwealth, except that under section 4123(a) of the BCL (relating to requirements for foreign corporation names), § 17.6 (relating to banking names) does not limit the availability of foreign business corporation names.

(b) In section 4123(b) of the BCL and section 6123(b) of the NPCL (relating to requirements for foreign corporation names) the Department is authorized to issue a certificate of authority to a foreign business corporation or a foreign nonprofit corporation setting forth a name that is confusingly similar to the name of another association then registered under 54 Pa.C.S. Chapter 5 (relating to corporate and other association names), or to a name reserved as provided in this subpart, if the foreign corporation applying for a certificate of authority files one of the following in the Department:

(1) A resolution of its board of directors or other body adopting a fictitious name for use in transacting business in this Commonwealth. The fictitious name may not be confusingly similar to the name of the other corporation or other association or to a name reserved or registered as provided in Part II of the code (relating to corporations).

(2) The written consent of the other corporation or other association or holder of a reserved or registered name to use the same or confusingly similar name is submitted on Form DSCB:17.3 (Consent to Use of Similar Name) and one or more words are added to make the name applied for distinguishable from the other name.

(c) The procedure in subsection (b)(1) shall also be used by a foreign business corporation or foreign nonprofit corporation if it is prevented from using a name by reason of its failure to obtain the required consent of a department, board, commission or other agency of the Commonwealth. See § 17.9 (relating to professional names).

(d) If subsection (b) is not applicable, and if the name of the foreign association under the laws of its domiciliary jurisdiction is the same as the name of a domestic association or the name under which another foreign association is qualified to do business in this Commonwealth, and the name of the other association is not made available under § 17.2 (relating to appropriation of the name of a senior corporation), the foreign association shall do the following:

(1) Add to its name for purposes of qualification in this Commonwealth a reference to its domiciliary jurisdiction or other similar reference which shall result in a name which is not the same as the name of the other association. The resulting name may continue to be confusingly similar to the name of the other association in which case the foreign association shall do one of the following:

(i) Comply with the requirements in § 17.3 (relating to use of a confusingly similar name).

(ii) Add the following statement to the resulting name: ‘‘(adopted solely for purposes of association qualification pursuant to 19 Pa. Code § 17.41(d)(1)(ii)).’’

(2) Simultaneously register under Subchapter C (relating to fictitious names) one of the following:

(i) The name adopted under paragraph (1), if made available in § 17.3.

(ii) A name which is then available for association use and which the foreign association elects to adopt for the actual transaction of its business in this Commonwealth.

The provisions of this § 17.41 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended March 19, 1976, effective March 20, 1976, 6 Pa.B. 571; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (68168) and (26594).

Notation

Cross References

This section cited in 19 Pa. Code § 17.104 (relating to registration of nonqualified foreign business or nonprofit corporation name).