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NAME AVAILABILITY / RESERVATION
888-595-2747
Karis Corporation can assist you with finding your new business name and reserving it with the California Secretary of State until you are ready for form your new entity.
Give us three names, by order of preference and we will check with the state to see if the name is available. We can perform this service within minutes on an expedited basis. Once we find your available name, we can then reserve the name for 60 calendar days.
First:
Call or email us and we will send you the appropriate order form to fill out.
Second:
Choose your new name. You may choose three in order of preference. It cannot be deceptively similar to an existing company.
Third:
We will process with the state to find the first name that is available. We will reserve that name if instructed.
Fourth:
If you wish, you can use Karis to file your new entity. We will send the filing instructions form to you. After completion, just send back to us and we'll hand deliver your new entiy paperwork to the Secretary of State for processing. The "over the counter" service means they file and have the certified copy back to us within 5 to 8 business days. 24 hour expedited service is also available.
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General Information
A corporation, limited liability company or limited partnership name may be adopted if the name is not the same as or too similar to an existing name on the records of the California Secretary of State or if the name is not misleading to the public. Note: If a limited partnership is subject to the Uniform Limited Partnership Act of 2008, the limited partnership name may be adopted if the name is distinguishable on the records of the California Secretary of State. When determining name availability, names are checked only against names of like entities registered with the California Secretary of State (e.g., a proposed corporation name is checked for availability only against other corporation names). Names are not checked against trademark or service mark registrations or against fictitious business names. Prior to adopting a proposed name, the name may be checked for availabity or reserved for a period of 60 days.
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Checking Name Availability
Checking the availability of a name does not reserve the name, has no binding effect on the California Secretary of State and does not confer any rights to a name.
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Reserving a Name
A name can be reserved for a period of 60 days.
The reservation can be renewed to the same applicant or for the benefit of the same party, but not for consecutive periods. (California Corporations Code section 201(c), 5122(c), 7122(d), 9122(c), 12302(d), 15901.09 or 17053.)
Note: The reservation of a name does not guarantee the name meets all federal and state requirements related to a specific entity type. Names are reviewed for compliance at the time documents are submitted to the California Secretary of State's office for filing. California Secretary of State's office for filing.
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California Code of Regulations
Title 2, Division 7, Chapter 8.5
Section 21000. Rules of General Application
(a) 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)(6)(B) or a combination thereof. Except as
provided in Section 21003(c), 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,
letters of the English alphabet shall not be interpreted as Roman numerals and will not be
considered to have numeric value.
(b) 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.
(c) 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, deceptively similar to, or distinguishable on
the record from the name of an existing business entity, or whether a proposed name will require
consent from an existing business entity of record for use of a proposed name.
Section 21001. Definitions
(a) “Active” means not revoked, cancelled, merged out, converted, dissolved, surrendered,
term expired, inactive, suspended or forfeited.
(b) “Deceptively similar” means to resemble so closely as to tend to deceive. A resemblance is
considered as tending to deceive when a person using that care, caution and observation which
the public uses and may be expected to use, would mistake a proposed name with an existing
name.
(c) “Business entity” means a domestic corporation, foreign corporation, limited liability
company, foreign limited liability company, limited partnership or foreign limited partnership.
(d) “Business entity ending” means one or more letters or words at the end of a business entity
name denoting existence as a business entity. The following are examples of words or letters
presumed to be business entity endings:
(1) Corporations:
(A) Corporation
(B) Company
(C) Incorporated
(D) Incorporation
(E) Limited
(F) Corp
(G) Co
(H) Inc
(I) Ltd
(J) PC
(K) Professional Corporation
(2) Limited Liability Companies:
(A) Limited Liability Company
(B) LLC
(C) L.L.C.
(D) The words “Limited” and “Company” in a limited liability company name may also be
abbreviated to “Ltd.” and “Co.”, respectively.
(3) Limited Partnerships:
(A) Limited Partnership
(B) LP
(C) L.P.
(e) “Existing name” means:
(1) With respect to a corporation:
(A) The current name of an active domestic corporation;
(B) 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;
(C) The current name which an active foreign corporation has assumed pursuant to Corporations Code section 2106;
(D) 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
(E) A corporate name, which is under reservation with the Secretary of State.
(2) With respect to a limited liability company:
(A) The current name of an active domestic limited liability company;
(B) The name under which a qualified foreign limited liability company currently is
authorized to transact intrastate business in California;
(C) 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 17056(c); or (D) A limited liability company name that is under reservation with the Secretary of State.
(3) With respect to a limited partnership:
(A) The current name of an active domestic limited partnership;
(B) The name under which a qualified foreign limited partnership currently is authorized to transact intrastate business in California;
(C) 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 15620(a) or
15902.06(b); or
(D) A limited partnership name, which is under reservation with the Secretary of State.
f) “Proposed Name” means:
(1) With respect to a corporation name:
(A) 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;
(B) 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
(C) 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 name:
(A) 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;
(B) 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
(C) 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 name not subject to the Uniform Limited Partnership Act of 2008:
(A) 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;
(B) 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
(C) The name of a limited partnership contained in an application for name reservation
with the Secretary of State.
(4) With respect to a limited partnership name subject to the Uniform Limited Partnership
Act of 2008 see Section 21009.
Section 21002. Same or Deceptively Similar Names
(a) Except as provided in Section 21009, and 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 name that is the same as or deceptively similar to an existing name.
(b) Without limiting the discretion of the Secretary of State to determine that a proposed name
is the same as or deceptively similar to an existing name, a proposed name is the same as or
deceptively similar to an existing name in the following circumstances:
(1) If a proposed name and the existing name are identical in all respects.
(2) If the difference between the proposed name and existing name is the use of upper case
letters, lower case letters, the use of superscript or subscript letters or numerals or the use of an ampersand in place of “and” or vice versa.
(3) If the difference between the proposed name and existing name is the existence or
absence of one or more business entity endings. However, the use of the words “and
company” at the end of a proposed name is not considered a business entity ending because
the word “Company” is used to indicate an association or fellowship with another person.
Examples:
Sampson, Incorporated, Sampson Corporation and Sampson Ltd. are
deceptively similar to each other.
Northwest Services Limited, Northwest Services Company and Northwest
Services are deceptively similar to each other.
Grandma’s Cookies, Limited Liability Company and Grandma’s Cookies,LLC and Grandma’s Cookies, Ltd. Liability Co. are deceptively similar to each other.
(4) If the difference between the proposed name and existing name is the use of a possessive “s”, or a plural.
Examples:
Southern State Contractors, Inc. , Southern States Contractor, Corp. and
Southern State’s Contractor, Co. are deceptively similar to each other.
Manufacturing Category, Corporation and Manufacturing Categories,Corporation are deceptively similar to each other.
(5) If the difference between the proposed name and existing name is the use of different or
added articles of speech (such as: a, an, the) or a conjunction or disjunction (such as: and, &, or).
Examples:
The Long Co. and Long Co. are deceptively similar to each other.
Business Entity Names – Guidelines & Restrictions (05/2009) Page 10 of 27
The Finish Line Company and A Finish Line Company are deceptively similar to each other.
Westside Kitchen or Bath, Westside Kitchen and Bath and Westside Kitchen& Bath are deceptively similar to each other.
(6) If the difference between the proposed name and existing name is the addition or
omission of distinctive lettering or typeface, punctuation, symbols or spaces.
(A) The following items are considered 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 { }
(B) The following items are considered symbols:
At / each @
Number / pounds #
Dollars $
Percent %
Caret ^
Ampersand &
Asterisk *
Plus / positive +
Equal =
Examples:
A B C Corp, AB C Corp. , A.B.C. Corp. and A-B-C Inc. are deceptively similar to each other.Good Time Rest Home, Inc. and Goodtime Rest Home Inc. are deceptively similar to each other.D.R.E.A.M. Incorporated and Dream Corporation are deceptively similar to each other.
(C) Notwithstanding this Section, a proposed name might not be deceptively similar to 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 is pronounced
differently and creates a new word or words that have different meanings.
Example: Got Ham Company and Gotham Company are not deceptively similar to each other.
(7) If the difference between the proposed name and existing name is a numerical number
and the same number spelled with letters of the alphabet.
Example: United 7 Company and United Seven, Inc. are deceptively similar to each other.
(8) If the difference between the proposed name and existing name is any combination of subsections (1) through (7) of this subsection (b).
Section 21003. Substantially Similar Names Available with Consent
(a) Notwithstanding Section 21002, and without limiting the discretion of the Secretary of
State to determine that a proposed name is the same as or deceptively similar to an existing name
and except as provided in Section 21009 and Section 2106(b) of the Corporations Code, the
Secretary of State may file a document containing a proposed name that is substantially the same
as (sometimes referred to as “substantially similar” or “substantially similar to”) an existing name only upon:
(1) Proof of consent to the proposed name by the business entity possessing the existing name that is substantially the same; and
(2) A finding by the Secretary of State that the public is not likely to be misled.
(b) A proposed name is substantially the same as an existing name if it implies an affiliation
with, or a subsidiary relationship to, a business entity possessing an existing name.
(1) A proposed name is rebuttably presumed to imply an affiliation with, or a subsidiary
relationship to, a business entity possessing an existing name if the proposed name is the
same or deceptively similar to the existing name except for the addition or absence of the
word “of” followed by a geographic designation at the end of the name or immediately preceding a business entity ending.
(2) A proposed name may imply an affiliation with, or a subsidiary relationship to, a
business entity possessing an existing name if the proposed name is the same or deceptively similar to the existing name except for:
(A) The addition or absence of a numerical expression or a compass direction;
(B) The addition of a geographic designation at the beginning or at the end of the name or
immediately preceding a business entity ending; or
(C) The addition or absence of the word “holding” or “holdings”.
(3) For purposes of this Section, geographic designation includes the recognized name or
abbreviation of a city, county, state, a recognized subdivision within a state or country, a
lake or ocean, a region (such as: Central California, Bay Area, etc.), a country, or a
continent. For purposes of this Section, the term geographic designation does not include street names.
Examples:
Burger King, Burger King No. 5 and Burger King No. 57 are substantially
the same as each other requiring consent from the oldest existing entity of record.
Johnson Products, Inc. is substantially the same as Johnson Products ofCalifornia, Inc. requiring consent.
(c) Notwithstanding Section 21000(a), letters of the English alphabet that may be perceived as
Roman numerals (such as “I,” “V,” or “X”), when located at the end of a name or immediately
preceding a business entity ending may imply an affiliation with or subsidiary relationship to a
business entity with a name that is otherwise the same or deceptively similar.
(d) When the only difference between a proposed name and an existing name is the addition of
an Internet suffix including, but not limited to “.com”, “.net” or “.org,” the proposed name may
be considered substantially the same as the existing name and require consent.
Example:
Grandma’s Cookies.Com is substantially the same as Grandma’s Cookies,Inc., requiring consent.
(e) When the only difference between a proposed name and an existing name is the use of the
word “dot” in place of a period, or vice versa, immediately preceding an Internet suffix
(including, but not limited to “com,” “net” or “org”), the proposed name may be substantially the
same as the existing name.
Example:
Grandma’s Cookies.Com is substantially the same as Grandma’s CookiesDot Com, requiring consent.
(f) A proposed name that would otherwise imply an affiliation with or subsidiary relationship
to an existing business entity under subsection (b) of this Section, shall not require consent if:
(1) The proposed name belongs to a church formed or forming as a nonprofit religious
corporation and it contains the word “church” or another word indicating that it is a church
or religious denomination or religious order.
Example: First Baptist Church of Sacramento and First Baptist Church ofSan Francisco do not require consent.
(2) The proposed name belongs to a corporation formed or forming a nonprofit public
benefit corporation or a nonprofit mutual benefit corporation and the proposed name
contains language indicating that it is a homeowners association.
Example: Sacramento Homeowners Association, Sacramento Owners
Association , Sacramento Condominium Association and Sacramento Town Homes Associations do not require consent.
(3) The proposed name belongs to a business entity formed or forming as a nonprofit
corporation and the Secretary of State determines that it is a subordinate chapter under the authority of a head organization.
Example: Veterans Of Foreign Wars Montebello Post 2317 and Veterans Of
Foreign Wars Inc. Post No. 2627 do not require consent.
Section 21004. Consent Requirements
(a) When consent is required pursuant to Section 21003, it must be submitted to the Secretary
of State in writing on business letterhead showing the name of the business entity with the
existing name. While no particular form of consent is required, the letter of consent to the use of
the proposed name must:
(1) Be unequivocal,
(2) Be without conditions,
(3) Include express consent to the use of the proposed name,
(4) Include the name of the person or business entity to whom consent is given, and
(5) Be signed by an authorized officer, partner or manager of the consenting business entity.
(b) Without limiting the discretion of the Secretary of State to determine the sufficiency of the
consent letter, the following language meets the requirements of Subsections (a)(1), (2), (3) and
(4) of this Section 21004: "[Insert name of existing business entity giving consent] hereby
consents to the use of the name [ insert proposed name] by [insert name of person or business
entity to whom consent is given] in forming a [insert type of business entity].
(c) In the event there is more than one existing name that is substantially the same as a
proposed name, consent must be obtained from the business entity that acquired the substantially
similar name of record on the earliest date.
(d) Consent must be obtained prior to filing a document containing a proposed name that is
substantially the same as an existing name regardless of how many times a business entity
previously may have consented to other names that are substantially the same or how many other
existing names also are substantially the same. Consent by a business entity to a particular
proposed name shall not be construed as consent to the use of any future proposed name that is
substantially the same.
Section 21005. Names that are Likely to Mislead the Public
(a) Except as provided in Section 21009, the Secretary of State shall not file a document or
grant a name reservation that sets forth a proposed name that is likely to mislead the public.
(b) 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:
(1) If it creates a false implication of government affiliation.
(A) 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.
(B) Words that commonly denote governmental organization include, but are not
limited to, “Agency,” “Commission,” “Department,” “Bureau,” “Division,” “Municipal”
or “Board.”
Examples:
San Mateo County Sewer Commission implies a government affiliation.
United States Export Development Agency implies a government affiliation.
(2) 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.
(3) 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 ending identified under Section 21001(d) for a business entity type other
than specified in that section is misleading.
(4) 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.
Business Entity Names – Guidelines & Restrictions (05/2009)
(5) 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 ending.
Note: Authority cited: Corporations Code sections 8, 110, 201, 2106, 5008, 5122, 7122, 9122,
12214, 12302, 13409, 15612, 15693, 17052 and 17452.
Reference: Corporations Code sections 8, 110, 201, 2101, 2106, 5008, 5122, 6910, 7122,
8910, 9122, 12214, 12302, 13409, 15612, 15613, 15693, 17052, 17053 and 17452.
Business Entity Names – Guidelines & Restrictions (05/2009) Page 17 of 27
Section 21006. Name Reservations & Verbal Opinions
(a) A business entity name that (1) is substantially the same as an existing name under Section
21003, (2) is prohibited by federal or state law except with consent, approval or endorsement or
(3) 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.
(b) 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 is submitted to the Secretary of State for filing.
Note: Authority cited: Corporations Code sections 8, 110, 201, 2106, 5008, 5122, 7122, 9122,
12214, 12302, 13409, 15612, 15693, 17052 and 17452.
Reference: Corporations Code sections 8, 110, 201, 2101, 2106, 5008, 5122, 6910, 7122,
8910, 9122, 12214, 12302, 13409, 15612, 15613, 15693, 17052, 17053 and 17452.
Business Entity Names – Guidelines & Restrictions (05/2009) Page 18 of 27
Section 21007. Additional Guidelines
(a) Without limiting the discretion of the Secretary of State to determine that a proposed name is the same as, deceptively similar to or substantially the same as an
existing name, the following
may be used for evaluating the similarity of proposed names and existing names:
(1) Arrangement of words. A proposed name may be acceptable if the proposed name
contains a variation in the sequencing or arrangement of the same words as the existing
name. Example: Systems Analysis And Research Consultants and Systems Research
And Analysis Consultants Inc. are not deceptively similar to each other and do
not require consent.
(2) Initials and letters of the alphabet. When a proposed name and an existing name both
consist only of initials or letters of the alphabet, the proposed name may be acceptable if the
proposed name has removed or added an initial or letter of the alphabet or has added or
deleted an “and” or ampersand (“&”).
Examples:
ABC, Inc. , ABCD, Inc., BCD, Inc. and ABC Supply Corp. are not
deceptively similar to each other and do not require consent.
AAA, Inc. and AAB, Inc. are not deceptively similar to each other and do
not require consent.
A, Inc. and AB, Inc. are not deceptively similar to each other and do not
require consent.
A&B, Inc. and AB, Inc. are not deceptively similar to each other and do not
require consent.
(3) Surname. The use of a surname, or surnames, as part of a proposed name shall not, by
itself, make a proposed name deceptively similar to, or substantially the same as, an existing
name that uses the same surname or surnames. The names may be acceptable if there is
some other sufficient basis under these regulations for differentiating the existing name and
the proposed name.
Examples:
E.G. Williams Electric and Williams Electric Company are not
deceptively similar to each other and do not require consent.
Jim Nomura, Inc. and Nomura Inc. are not deceptively similar to each
other and do not require consent.
Ralph A. Johnson, Inc. and Ralph Johnson, Inc. are not deceptively
similar to each other and do not require consent.
Martinez and Davis and Martinez and Davis Publication, Inc. are not
deceptively similar to each other and do not require consent.
Business Entity Names – Guidelines & Restrictions (05/2009) Page 19 of 27
(4) Phonetic spelling. When a proposed name and an existing name sound the same but are
spelled differently, the proposed name may be acceptable.
Examples:
The Flour Shop, Inc. and The Flower Shop, Inc. are not deceptively
similar to each other and do not require consent.
Double A Trucking and AA Trucking are not deceptively similar to each
other and do not require consent.
Cool Cuts and Kool Kuts are not deceptively similar to each other and do
not require consent.
Great Picks and Great Pix are not deceptively similar to each other and do
not require consent.
Capitol Corp. and Capital Inc. are not deceptively similar to each other and
do not require consent.
Jones Tires and Joans Tires are not deceptively similar to each other and do
not require consent.
(5) Prepositions. Prepositions (in, on, of, by, about, etc.) are considered in comparing
names. When the only difference between a proposed name and an existing name is the
addition or omission of a preposition the proposed name may be acceptable.
Examples:
Kids of Tomorrow, Inc. and Kids For Tomorrow, Inc. are not deceptively
similar to each other and do not require consent.
Something About Mary, Inc. and Something by Mary Company are not
deceptively similar to each other and do not require consent.
(6) Words not translated. Although business entity names may consist, in whole or in
part, of words that have meaning in a foreign language, the foreign meaning will not be
considered for purposes of determining if a proposed name is deceptively similar or
substantially the same.
Examples:
Casa Blanca Enterprises, Inc. and White House Enterprises, Inc. are not
deceptively similar to each other and do not require consent.
Las Brisas Corp. and Brisas, Inc. are not deceptively similar to each other
and do not require consent.
La Boutique, Inc. and Le Boutique, Co. are not deceptively similar to each
other and do not require consent.
(7) Acronyms. Acronyms are part of a business entity name. When an existing name or
proposed name or portion of an existing name or proposed name consists of an acronym, the
Business Entity Names – Guidelines & Restrictions (05/2009) Page 20 of 27
acronym may be treated as a word in the same manner as other words for application of this
Section. It is acceptable to use an acronym and full name together.
Examples:
R.I.S.E. (Riding Instruction For Special Equestrians) and Rise, Inc. are
not deceptively similar to each other and do not require consent.
WEAVE and Women Escaping A Violent Environment - WEAVE are not
deceptively similar to each other and do not require consent.
(8) Abbreviations and words with similar meanings. Abbreviated words are not
translated when comparing names. Words with similar meanings may be acceptable.
Examples:
St Management Corporation and Street Mgmt Corporation are not
deceptively similar to each other and do not require consent.
Universal Movies Corp , Universal Productions, Inc. and Universal Films
are not deceptively similar to each other and do not require consent.
(b) Court judgments. Without limiting the discretion of the Secretary of State to determine
that a proposed name is the same as, deceptively similar to or substantially the same as an
existing name, or is not distinguishable on the record, court judgments may be used for
evaluating the similarity of proposed names and 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: Corporations Code sections 8, 110, 201, 2106, 5008, 5122, 7122, 9122,
12214, 12302, 13409, 15612, 15693, 15901.08, 15909.05, 17052 and 17452.
Reference: Corporations Code sections 8, 110, 201, 2101, 2106, 5008, 5122, 6910, 7122,
8910, 9122, 12214, 12302, 13409, 15612, 15613, 15693, 15901.08, 15901.09, 15909.05,
17052 and 17452.
Business Entity Names – Guidelines & Restrictions (05/2009) Page 21 of 27
Section 21008. Matters Not Considered When Comparing Business Entity
Names
Without limiting the discretion of the Secretary of State to determine that a proposed name is
the same as, deceptively similar to or substantially the same as an existing name, or is not
distinguishable on the record, the following matters shall not be considered when comparing
proposed names and existing names:
(a) Subject to the requirements found in California Corporations Code section 2106, the
purpose of a business entity.
(b) Whether or not an existing business entity is actively engaged in business, or has a
telephone listing, or a location or place of business.
(c) Where the proposed entity intends to do business in relation to an existing business entity.
(d) Whether or not an existing business entity is about to change its name, dissolve, surrender,
convert or merge out of existence.
(e) Whether or not a letter of consent can be obtained from an existing business entity.
(f) Whether or not the applicant is more or less important, extensive, widely known, or
influential than an existing business entity.
(g) 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.
(h) 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.
(i) Whether or not the name has been approved for use by another agency.
Note: Authority cited: Corporations Code sections 8, 110, 201, 2106, 5008, 5122, 7122, 9122,
12214, 12302, 13409, 15612, 15693, 15901.08, 15909.05, 17052 and 17452(b).
Reference: Corporations Code sections 8, 110, 201, 2101, 2106, 5008, 5122, 6910, 7122,
8910, 9122, 12214, 12302, 13409, 15612, 15613, 15693, 15901.08, 15901.09, 15909.05,
17052, 17053 and 17452.
Business Entity Names – Guidelines & Restrictions (05/2009) Page 22 of 27
Section 21009. Limited Partnerships Governed by the Uniform Limited
Partnership Act of 2008
For limited partnerships and foreign limited partnerships formed or registered on or after January 1, 2008 and limited partnerships or foreign
limited partnerships formed or registered before
January 1, 2008 that are governed by the Uniform Limited Partnership Act of 2008, whether by election or operation of law, the following shall apply:
(a) For the purposes of this Section 21009 only, “ Proposed 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.
(b) Except as authorized by California Corporations Code sections 15901.08(e) and 15901.09,
a proposed name must be distinguishable in the records of the
Secretary of State from that of an existing name.
(c) A proposed name is distinguishable on the record from an existing name when it is not the
same as an existing name and, except as provided in subsection (d), 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.
(d) A proposed name is not distinguishable on 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 any of the following entity endings:
(A) Limited Partnership
(B) LP
(C) L.P.
(D) Limited Liability Limited Partnership
(E) LLLP
(F) L.L.L.P.
(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
21002(b)(6)(A) or spaces.
Examples:
A B C LP , AB C LP, A.B.C. LLP and A-B-C LLLP would not be
distinguishable.
Good Time Rest Home, LP and Goodtime Rest Home LP would not be
distinguishable.
D.R.E.A.M. Limited Partnership and Dream LP would not be
distinguishable.
(4) Notwithstanding Subsection(d)(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.
Example: Got Ham LP is acceptable against Gotham, LP.
Note: Authority cited: Corporations Code sections 8, 15901.08 and 15909.05.
Reference: Corporations Code sections 8, 15901.08, 15901.09 and 15909.05.
Business Entity Names Additional StatutoryRequirements and Restrictions
Additional Statutory Requirements and Restrictions:
In addition to the regulatory requirements discussed on pages 3 through 23 of this
document, the following are additional, but not exclusive, matters to consider when
selecting a corporation, limited liability company or limited partnership name for use in the
state of California:
Corporation Names Only:
• Use of the words "bank", "trust", "trustee" or related words may be a part of the
corporate name of a domestic corporation only if a Certificate of Approval from the
Commissioner of Financial Institutions (Commissioner) is attached to the Articles of
Incorporation. If the proposed corporation is subject to the Banking Law, the approval
from the Commissioner must be endorsed upon the articles. (California Corporations
Code section 201 and Financial Code section 400.)
• Use of the words "credit union" or related words may be a part of the corporate name
of a domestic corporation only if a Certificate of Approval from the Commissioner of
Financial Institutions (Commissioner) is attached to the Articles of Incorporation. If the
proposed corporation is subject to the Credit Union Law, the approval from the
Commissioner must be endorsed upon the articles.
(California Financial Code section 14100.)
• Use of the word "cooperative", or any abbreviation thereto, may be a part of a
corporate name only if the corporation is incorporated within the definition of
California Corporations Code section 12311(b). If the applicant is a foreign (out-ofstate
or out-of-country) corporation, documentation must be included indicating the
corporation is organized as a cooperative corporation under the laws of the foreign
jurisdiction. (California Corporations Code section 12311.)
• If the business of the corporation is to be an insurer, a Certificate of the California
Insurance Commissioner approving the corporate name must be attached to the
Articles of Incorporation (California corporation) or to the Statement and Designation
by Foreign Corporation form (out-of-state or out-of-country corporation) at the time of
filing. (California Corporations Code sections 201.5 and 2106.5.)
• The name of a close corporation subject to the provisions of California Corporations
Code section 158 must contain the word "corporation", "incorporated" or "limited" or
an abbreviation of one of those words. (California Corporations Code section 202.)
• The name of a corporation authorized to incorporate as a professional corporation,
pursuant to the Business and Professions Code, must comply with the namestyle
requirements of the regulatory agency which has jurisdiction over the particular
profession. Please refer to the appropriate sections of the Business and Professions
Code and the regulatory agency for the specific type of profession authorized.
Business Entity Names – Guidelines & Restrictions (05/2009) Page 26 of 27
• If the name of a foreign (out-of-state or out-of-country) corporation does not conform
to Corporations Code section 201(b), the foreign corporation must agree to transact
intrastate business under an assumed name that does conform to Corporations Code
section 201(b) in order to register. (Corporations Code section 2106(b).)
Limited Liability Company Names Only:
• The name of a limited liability company may not include the words "bank," "trust,"
"trustee," "incorporated," "inc.," "corporation," or "corp." (California Corporations
Code section 17052(d).)
• The name of a limited liability company may not include the words "insurer" or
"insurance company" or any words suggesting that it is in the business of issuing
policies of insurance and assuming insurance risks. (California Corporations Code
section 17052(d).)
• The name of a limited liability company must end with the phrase "Limited Liability
Company” or the abbreviation "LLC" or "L.L.C." The words “Limited” and “Company”
may be abbreviated to “Ltd.” and “Co.,” respectively. (California Corporations Code
section 17052(a).)
• If the name of a foreign (out-of-state or out-of-country) limited liability company does
not conform to the requirements of Corporations Code section 17052, the foreign
limited liability company must agree to transact intrastate business under an assumed
name that does meet the requirements of Corporations Code section 17052 in order
to register. (California Corporations Code section 17452.)
Limited Partnership Names Only:
• The name of a limited partnership may not include the words "bank," "insurance,"
"trust," "trustee," "incorporated," "inc.," "corporation," or "corp.". (California
Corporations Code sections 15612(d) and 15901.08.)
• The name of a limited partnership must end with the phrase "limited partnership" or
the abbreviation "L.P." and if the limited partnership is subject to the Uniform Limited
Partnership Act of 2008 (commencing with California Corporations Code section
15900), the name may also end with the abbreviation “LP.” (California Corporations
Code sections 15612(a) and 15901.08.)
• If the name of a foreign (out-of-state or out-of-country) limited partnership does not
conform to the requirements of Corporations Code section 15901.08, the foreign
limited partnership must agree to transact intrastate business under an assumed
name that does comply with Corporations Code section 15901.08 in order to register.
(California Corporations Code sections 15909.02(a)(1).
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