OFFICIAL OPINION No. 7

OFFICIAL OPINION No. 7 LJ,.1J111tm ent of Bc111ki11g-lnstitutim1s Under the Banking Code-Fictit ious Names. 1. Banks are organized as "incorporated institutions" under Sections 1001-1011 of the Banking Code of November 30, 1965, P.L. 847, as amended, 7 P.S. §§ 1001- 1011. 2. The Fictitious Corporate Names Act of July 11. 1957. P.L. 783, 15 P.S. §51 et.seq., which provides for the registration of fictitious nam.es used by corporat10ns, defines "corporation" so as to include bankmg mst1tut1ons. 3. The two laws when construed together permit institutions under the Banking Code to register and do business under a fictitious name. Honorable Carl K. Dellmuth Secretary Department of Banking Harrisburg, Pennsylvania Dear Secretary Dellmuth: Harrisburg, Pa. January 29, 1974 You have requested our opinion as to whether an institution 1 un- der the Banking Code of November 30, 1965, P.L. 847, as amended, 7 P.S. ~101 et seq. ("Banking Code") can register and do business un- der a fictitious name. For the reasons set forth hereafter, it is our opinion, and you are so advised, that such institutions can conduct their business under a fictitious name. The Fictitious Corporate Names Act of July 11, 1957, P.L. 783, 15 P.S. §51 et seq., which provides for the registration of fictitious names used by corporations, defines "corporation" as: 1. The term ''..institution" is defined by. Section .102(r) of the Banking Code, 7 P.S. §I 02(r). as an mcorporated mst1tut10n. a. pnvate bank or an employes' mutual bankrng assoc1at1on .. except wh.ere the defm1ti<;>n of the "':'Ord stated at the begin- nrng of the c h ~pter tn which 1t 1s used either ~1ves a less mclusive meaning to the word or spec1f1cally rncludes a national bank.' "Incorporated institution" is defin- ed by Section 102(a), 7 P.S. §102(a). as "a bank, a bank and trust company, a trust company or a savings bank." OPINIONS OF THE ATTORNEY GENERAL "Any profit or nonprofit corforation organized under the laws of the Commonwealth o Pennsylvania or of any other jurisdiction." 15 P.S. §52(2). 27 Since banks are organized as "incorporated institutions" under provisions of the Banking Code2 they are, in our opinion, cor- porations as defined in the Fictitious Corporate Names Act, supra, and the provisions of that Act are necessarily available to them. The various provisions of the Banking Code pertinent to corporate names must also be considered in pari materia with the Fictitious Corporate Names Act. The two laws must be construed together where possible as one law. 3 Section 802 of the Banking Code, 7 P.S. §802 sets forth limitations on the names permitted to be used by in- stitutions. Subsection (a) (x) incorporates by reference the provisions of the Business Corporation Law of May 5, 1933, P.L. 364, as amended, 15 P.S. §1001 et seq., prohibiting the use of a name the same as or deceptively similar to, the name of a domestic corpora- tion, a foreign corporation authorized to do business in Penn- sylvania, an unincorporated association registered with the Depart- ment of State, the name of an agency of the Commonwealth, or a name which has been reserved for use by a corporation. Section 805, 7 P.S. §805 prohibits the adoption, use or advertising of certain names, titles and descriptions. 4 In addition to the above limitations, Section 804, 7 P.S. §804 sets forth the procedure whereby an institution may reserve the ex- clusive right to use a corporate name. It provides that: "Such reservation may be made by filing with the Depart- ment of State an application to reserve a specified name ex- ecuted by the apphcant. If the Department of State finds that such name is available, it shall send a copy of the application to the Department of Banking. If the Depart- ment of Banking concludes that the use of the name com- plies with the requirements of Section 802 and is otherwise consistent with the purposes and provisions of this Act, it shall give its written assent to the Department of Sate .... " 7 P.S. §804(b). Based on the foregoing, it is our conclusion, and you are hereby 2. See 7 P.S. §§1001-1011. 3. Section 1932 of the Statutory Construction Act of December 6. 1972, 1 Pa. S. § 1932. 4. Subsection (a), 7 P.S. §805(a), prohibits the use of any name, title or designation which is "deceptively similar to the name of an institution subject to this Act." Sub- section (b), 7 P.S. §805(b) prohibits" ... any person engaged in a financial business and having an office located in Pennsylvania ... " from adopting, using or adver- tising any name, title or descriptio!'l which contains any of the word.s "bank", "banking", "banks" or "trust". or their plural, except an mst1tut10n subJect to the Banking Code, national banks and certain corporat10ns created under federal law. 28 OPI NIONS OF THE ATTORNEY GENERAL advised, that banking inst.itutions can register and do !Jusiness un- der a fictitious name provided that ~he selecte.d name 1s not dec~p­ tively similar or violative of the se.ct10ns described ~b~ve. In them- stance you feel it necessary to mterpret the ex1stmg statutory language, we recommend thll:t you pro.mylgate rules ~nd regulations consistent, of course, with the prov1s10ns of the Bank mg Code. 5 Sincerely yours, Edward I Steckel Deputy Attorney General Israel Packel Attorney General