Business Entity Names :: California Secretary of State

California Code of Regulations

Title 2. Administration

Division 7. Secretary of State

Chapter 8.5. Business Entity Names

21000. Rules of General Application.
21001. Definitions.
21001.1. Corporate Names.
21001.2. Limited Liability Company Names.
21001.3. Limited Partnership Names.
21002. Punctuation & Symbols
21003. Names that are likely to Mislead the Public.
21004. Distinquishable in the Records of the Secretary of State.
21005. Name Reservations, & Verbal Opinions & Court Judgements.
21006 Matters Not Considered When Comparing Business Entity Names.

21000. Rules of General Application.

Business entity names must use the English alphabet or Arabic numerals (0, 1, 2, 3, 4, 5, 6, 7, 8, 9) or symbols as listed in Section 21002(b) or a combination thereof. For purposes of determining whether a proposed name is distinguishable from an existing name, letters of the English alphabet shall not be interpreted as Roman numerals and will not be considered to have numeric value.
For the purposes of determining whether a proposed name is the same, deceptively similar to, substantially the same as, or distinguishable from an existing name:
1. No distinction between upper and lower case letters, typeface or font will be recognized.
2. Accent marks above letters and other English language diacritics will not be recognized.
3. Subscript or superscript characters will be treated as standard characters and will not appear above or below other characters in a business entity name.
The conditions and examples used in these regulations are not exclusive, nor will these regulations be used to limit the Secretary of State's discretion in determining whether a proposed name is likely to mislead the public, is the same as, or distinguishable in the record from the name of an existing business entity.

Note: Authority cited: Sections 8, 110, 201, 2106, 2601, 5008, 5122, 7122, 9122, 12214, 12302, 13409, 15901.08, 15909.05, 17701.08 and 17708.02, Corporations Code.

Reference: Sections 8, 167, 171, 201, 2101, 2106, 2601, 5008, 5122, 7122, 9122, 12214, 12302, 13409, 15901.02, 15901.08, 15901.09, 15909.05, 17701.02, 17701.08, 17701.09, 17708.02 and 17708.05, Corporations Code.

21001. Definitions.

“Active” means not revoked, cancelled, merged out, converted, dissolved, surrendered, term expired, inactive, suspended or forfeited.
“Business entity” means a domestic corporation, foreign corporation, limited liability company, foreign limited liability company, limited partnership or foreign limited partnership.
“Business entity identifier” means one or more letters or words denoting existence as a business entity. The following are examples of words or letters presumed to be business entity identifiers:
1. Corporations:
  1. Corporation
  2. Company
  3. Incorporated
  4. Incorporation
  5. Limited
  6. Corp
  7. Co
  8. Inc
  9. Ltd
  10. PC
  11. Professional Corporation
2. Limited Liability Companies:
  1. Limited Liability Company
  2. LLC
  3. L.L.C.
  4. The words "Limited" and "Company" in a limited liability company name may also be abbreviated to "Ltd." and "Co.", respectively.
3. Limited Partnerships:
  1. Limited Partnership
  2. LP
  3. L.P.
  4. Limited Liability Limited Partnership
  5. LLLP
  6. L.L.L.P.
"Existing name" means:
1. With respect to a corporation, an “existing corporate name” means:
  1. The current name of an active domestic corporation;
  2. The name under which a qualified foreign corporation currently is authorized to transact intrastate business in California or the registered name pursuant to Corporations Code section 2101;
  3. The current name which an active foreign corporation has assumed pursuant to Corporations Code section 2106;
  4. A name which will become the name of record of a domestic corporation or foreign corporation upon the effective date of a filed corporate instrument when there is a delayed effective date pursuant to Corporations Code section 110(c), 5008(c) or 12214(c); or
  5. A corporate name, which is under reservation with the Secretary of State.
2. With respect to a limited liability company, an “existing LLC name” means:
  1. The current name of an active domestic limited liability company;
  2. The name under which a qualified foreign limited liability company currently is authorized to transact intrastate business in California;
  3. A name which will become the name of record of a domestic limited liability company or foreign limited liability company upon the effective date of a filed limited liability company instrument when there is a delayed effective date pursuant to Corporations Code section 17702.10; or
  4. A limited liability company name that is under reservation with the Secretary of State.
3. With respect to a limited partnership, an “existing LP name” means:
  1. The current name of an active domestic limited partnership;
  2. The name under which a qualified foreign limited partnership currently is authorized to transact intrastate business in California;
  3. A name which will become the name of record of a domestic limited partnership or foreign limited partnership upon the effective date of a filed limited partnership instrument when there is a delayed effective date pursuant to Corporations Code section 15902.06(b); or
  4. A limited partnership name, which is under reservation with the Secretary of State.
“Proposed Name” means:
1. With respect to a corporation, a “proposed corporate name” means:
  1. The name of a corporation contained in articles of incorporation, in a statement and designation by foreign corporation or association, or in an application to register a name pursuant to Corporations Code section 2101 submitted to the Secretary of State for filing;
  2. The name of a corporation contained in a certificate of amendment to the articles of incorporation, restated articles of incorporation, agreement of merger or amended statement and designation by foreign corporation submitted to the Secretary of State for filing, if that name is different than the existing name of the corporation or foreign corporation; or
  3. The name of a corporation contained in an application for name reservation with the Secretary of State.
2. With respect to a limited liability company, a “proposed LLC name” means:
  1. The name of a limited liability company contained in articles of organization or in an application for registering a foreign limited liability company submitted to the Secretary of State for filing;
  2. The name of a limited liability company contained in a certificate of amendment to the articles of organization, certificate of merger or an amendment to an application for registering a foreign limited liability company submitted to the Secretary of State for filing, if that name is different than the existing name of the limited liability company or foreign limited liability company; or
  3. The name of a limited liability company contained in an application for name reservation with the Secretary of State.
3. With respect to a limited partnership, a “proposed LP name” means:
  1. The name of a limited partnership contained in a certificate of limited partnership or in an application for registering a foreign limited partnership submitted to the Secretary of State for filing;
  2. The name of a limited partnership contained in a certificate of amendment to the certificate of limited partnership, certificate of merger or an amendment to an application for registering a foreign limited partnership submitted to the Secretary of State for filing, if that name is different than the existing name of the limited partnership or foreign limited partnership; or
  3. The name of a limited partnership contained in an application for name reservation with the Secretary of State.
“Punctuation” means: marks used in writing to separate sentences and their elements and to clarify meaning.
“Symbol” means: a mark or character used as a conventional representation of an object, function, or process.
Additional definitions.
1. “Domestic Corporation” has the same meaning found in Corporations Code section 167.
2. “Foreign Corporation” has the same meaning found in Corporations Code section 171.
3. “Limited Liability Company” or “Domestic Limited Liability Company” has the same meaning found in Corporations Code section 17701.02(k).
4. “Foreign Limited Liability Company” has the same meaning found in Corporations Code section 17701.02(j).
5. “Limited Partnership” has the same meaning found in Corporations Code section 15901.02(q).
6. “Foreign Limited Partnership” has the same meaning found in Corporations Code section 15901.02(k).

Note: Authority cited: Sections 8, 110, 201, 2101, 2106, 2601, 5008, 5122, 7122, 9122, 12214, 12302, 13409, 15901.02, 17701.02(k), 17701.08 and 17708.02, Corporations Code.

Reference: Sections 8, 110, 167, 171, 201, 2101, 2106, 2601, 5008, 5122, 6910, 7122, 8910, 9122, 12214, 12302, 13409, 15901.02, 17701.02, 17701.08, 17701.09 and 17708.02, Corporations Code.

21001.1. Corporate Names.

Except as provided in Sections 2106 and 13409(a) of the Corporations Code, the Secretary of State shall not file a document or grant a name reservation that includes a proposed corporate name that is not distinguishable in the records of the Secretary of State from that of an existing corporate name.
The Secretary of State shall not file a document or grant a name reservation that sets forth a proposed corporate name that is likely to mislead the public.

Note: Authority cited: Sections 8, 110, 201, 2101, 2106, 2601, 5008, 5122, 7122, 9122, 12214, 12302 and 13409, Corporations Code.

Reference: Sections 8, 110, 167, 171, 201, 2101, 2106, 2601, 5008, 5122, 6910, 7122, 8910, 9122, 12214, 12302 and 13409, Corporations Code.

21001.2. Limited Liability Company Names.

Except as authorized by California Corporations Code sections 17701.08(c) a proposed LLC name must be distinguishable in the records of the Secretary of State from that of an existing LLC name.
The Secretary of State shall not file a document or grant a name reservation that sets forth a proposed LLC name that is likely to mislead the public.

Note: Authority cited: Sections 8, 17701.08 and 17708.02, Corporations Code.

Reference: Sections 8, 17701.02, 17701.08, 17701.09, 17708.02 and 17708.05, Corporations Code.

21001.3. Limited Partnership Names.

Except as authorized by California Corporations Code sections 15901.08(e) and 15901.09 a proposed LP name must be distinguishable in the records of the Secretary of State from that of an existing LP name.
The Secretary of State shall not file a document or grant a name reservation that sets forth a proposed LP name that is likely to mislead the public.

Note: Authority cited: Sections 8, 15901.08, 15901.09 and 15909.02, Corporations Code.

Reference: Sections 8, 15901.02, 15901.08, 15901.09, 15909.02 and 15909.05, Corporations Code.

21002. Punctuation & Symbols.

The following items are examples of punctuation.

Period .

Slash /

Comma ,

Back Slash \

Semicolon ;

Hyphen or Dash -

Colon :

Underline _

Apostrophe '

Swung Dash ˜

Single Quotation Mark ’
Parentheses ( )
Double Quotation Mark " "
Brackets [ ]
Question Mark ?
Angle Brackets < >
Exclamation Mark !
Braces { }

The following items are considered symbols:

At / each @

Number / pounds #
Dollars $
Percent %
Caret ^
Ampersand &
Asterisk *
Plus / positive +
Equal =

Note: Authority cited: Sections 8, 110, 201, 2106, 2601, 5008, 5122, 7122, 9122, 12302 and 13409, Corporations Code.

Reference: Sections 8, 110, 201, 2101, 2106, 2601, 5008, 5122, 6910, 7122, 8910, 9122, 11214, 12302 and 13409, Corporations Code.

21003. Names that are likely to Mislead the Public.

Without limiting the discretion of the Secretary of State to determine that a name is likely to mislead the public, a proposed name is likely to mislead the public in the following circumstances:

If the proposed name creates a false implication of government affiliation.
1. A proposed name may imply a government affiliation if the proposed name contains the recognized name or abbreviation of a city, county, state, country, region or recognized subdivision within a state or country and/or includes a word or words that commonly denote governmental organization or authority.
2. Words that commonly denote governmental organization include, but are not limited to, “Agency,” “Commission,” “Department,” “Bureau,” “Division,” “Municipal” or “Board.”
3. Examples:
  
  San Mateo County Sewer Commission implies a government affiliation. United States Export Development Agency implies a government affiliation.
If the proposed name creates a false implication that it is a professional corporation within the meaning of the Moscone-Knox Professional Corporation Act. The use of the words “Professional Corporation,” “Prof Corp” or the letters “P.C.” or “PC” at the end of a proposed name by a corporation that is not a professional corporation or foreign professional corporation within the meaning of the Moscone-Knox Professional Corporation Act is likely to mislead the public.
If the proposed name creates a false implication that it is a business entity formed pursuant to a different law other than that under which it is actually formed. The use of a business entity identifier under Section 21001(c) for a business entity type other than specified in that section is misleading.
If the proposed name creates the false implication that the business entity’s purpose is to be an insurer. The words “insurance,” “reinsurance,” “assurance” and “surety” in a proposed name for a business entity that is not subject to the Insurance Code as an insurer may mislead the public unless the words are accompanied by other words that remove the implication that the business entity’s purpose is to be an insurer. The addition of the words “agency,” “agent,” “services” or “broker” (such as “insurance agency,” “insurance agent” or “insurance broker”) may remove the implication that the business entity’s purpose is that of an insurer.
If the proposed name of a nonprofit mutual benefit corporation includes the words “Charitable Foundation” or “Foundation” at the end of the name or immediately preceding a business entity identifier.

Note: Authority cited: Sections 8, 110, 201, 2106, 2601, 5008, 5122, 7122, 9122, 12214 and 12302,13409, 17701.08 and 17708.02, Corporations Code.

Reference: Sections 8, 110, 201, 2101, 2106, 2601, 5008, 5122, 6910, 7122, 8910, 9122, 12214, 12302, 13409, 17701.08 and 17708.02, Corporations Code.

21004. Distinguishable in the Records of the Secretary of State.

A proposed name is distinguishable in the records of the Secretary of State from an existing name when it is not the same as an existing name and, except as provided in subsection (b), contains one or more different letters or numerals or has a different sequence of the same letters or numerals that is plainly recognizable by means of sight by the Secretary of State or a designee of the Secretary of State.
A proposed name is not distinguishable in the records of the Secretary of State from an existing name if the names are the same or differ only in one or more of the following ways:
1. If the difference between the proposed name and existing name is the existence or absence of business identifiers.
2. If the difference between the proposed name and existing name is the use of upper case letters or lower case letters or the use of superscript or subscript letters or numerals.
3. If the difference between the proposed name and existing name is the addition or omission of distinctive lettering or typeface, punctuation as defined in Section 21001(f), symbols as defined in Section 21001(g), or spaces.

Examples:

A B C Corp., AB C Corp., A.B.C. Corp. and A-B-C Corp. would not be distinguishable.

Good Time Rest Home, LLC and Goodtime Rest Home LLC would not be distinguishable.

D.R.E.A.M. Incorporated and Dream Corporation would not be distinguishable.

If the difference between the proposed name and existing name is the use of an ampersand (&) in place of the word “and” or vice versa.

Examples: A & B Corporation and A and B Corporation would not be distinguishable.

Notwithstanding Subsection (b)(3), a proposed name might be distinguishable from an existing name when the difference between the proposed name and existing name is the addition or omission of a space or spaces so that the proposed name creates a new word or words that have different meanings.

Examples: Got Ham LP is acceptable against Gotham, LP.

Note: Authority cited: Sections 8, 15901.08, 15909.05, 17701.08 and 17708.02, Corporations Code.

Reference: Sections 8, 15901.08, 15901.09, 15909.05, 17701.08, 17701.09 and 17708.02, Corporations Code.

21005. Name Reservations, & Verbal Opinions & Court Judgments.

A business entity name that (1) is prohibited by federal or state law except with consent, approval or endorsement or (2) is subject to other state or federal laws may be reserved in writing with the Secretary of State; provided, however, that the Secretary of State will require appropriate evidence of the required consent, approval, endorsement or compliance prior to filing the document containing the reserved name.
A name reservation or written or oral opinion given by an employee of the Secretary of State on the similarity of a name to an existing name or a name reservation issued by the Secretary of State is advisory only and is not a final determination that the name reservation is acceptable. A final determination on the availability of a business entity name is made only when the document submitted has been reviewed by the Secretary of State.
Without limiting the discretion of the Secretary of State to determine that a proposed name is not distinguishable in the record, court judgments may be used for evaluating a proposed name being distinguishable in the records from existing names. A proposed name is acceptable if the customer submits a certified copy of the final judgment of a court of competent jurisdiction establishing the customer's right to use the proposed name in California. All court judgments are subject to legal review and approval prior to filing by the Secretary of State.

Note: Authority cited: Sections 8, 110, 201, 2106, 2601, 5008, 5122, 7122, 9122, 12214, 12302, 13409, 15901.09 and 17701.09, Corporations Code.

Reference: Sections 8, 110, 201, 2101, 2106, 2601, 5008, 5122, 6910, 7122, 8910, 9122, 12214, 12302, 13409, 15901.08, 15901.09, 15909.02, 17701.08, 17701.09 and 17708.02, Corporations Code.

21006. Matters Not Considered When Comparing Business Entity Names.

Without limiting the discretion of the Secretary of State to determine that a proposed name is not distinguishable in the record, the following matters shall not be considered when comparing proposed names and existing names:

Subject to the requirements found in California Corporations Code section 2106, the purpose of a business entity.
Whether or not an existing business entity is actively engaged in business, or has a telephone listing, or a location or place of business.
Where the proposed entity intends to do business in relation to an existing business entity.
Whether or not an existing business entity is about to change its name, dissolve, surrender, convert or merge out of existence.
Whether or not a letter of consent can be obtained from an existing business entity.
Whether or not the applicant is more or less important, extensive, widely known, or influential than an existing business entity.
Whether or not the applicant has ordered stationery, opened a bank account, signed a contract, or otherwise altered the position of the applicant in the expectation, hope or belief that the proposed name is available.
Whether or not any person or business entity possess any rights, under the common law or statutory law of unfair competition, unfair trade practices, trademarks, trade names, service marks, service names, copyrights or any other similar laws.
Whether or not the name has been approved for use by another agency.