Business Entity Names

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
  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.
  1. Limited Partnership
  2. LP
  3. L.P.
  4. Limited Liability Limited Partnership
  5. LLLP
  6. L.L.L.P.
  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.
    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.
    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.
    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.
      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.
      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.
      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.
      1. 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.
      2. 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.
      1. 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.
      2. 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.
      1. 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.
      2. 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.
      1. The following items are examples of punctuation.

Business Entity Names

21001. Definitions.

21001.1. Corporate Names.

21001.2. Limited Liability Company Names.

21001.3. Limited Partnership Names.

21002. Punctuation & Symbols.