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2021 Revised Business Entity Name Statutes

Effective January 1, 2021, the names of corporations, limited liability companies and limited partnerships must be "distinguishable in the records" from an existing entity of the same type of record with the California Secretary of State and "may not be likely to mislead the public". Chapter 361, Statutes of 2020 (SB 522 Hertzberg).

Corporation, limited liability company and limited partnership names may be adopted as follows:

  • Corporation 
    A corporation name may be adopted if the name is distinguishable in the records from other corporations of record or reserved with the California Secretary of State and if the name is not likely to mislead the public. 
  • Limited Liability Company
    A limited liability company name may be adopted if the name is distinguishable in the records from other limited liability companies of record or reserved with the California Secretary of State and if the name is not likely to mislead the public.
  • Limited Partnership
    A limited partnership name may be adopted if the name is distinguishable in the records from other limited partnerships of record or reserved with the California Secretary of State and if the name is not likely to mislead the public.

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. Laws relating to trademarks and service marks can be found in the California Business and Professions Code section 14200, et seq. and United States Code, Title 15, section 1051, et seq. Laws relating to fictitious business names (which are filed with the county in which the principal place of business is located) can be found in the California Business and Professions Code section 17900, et seq

Prior to adopting a proposed name, the name may be reserved for a period of 60 days. 

A preliminary search of corporation, limited liability company and limited partnership names already of record with the California Secretary of State can be made online through our Business Search. Please note: The Business Search is only a preliminary search and not intended to serve as a formal name availability search. 

Stationery, signs, etc., should not be ordered and no financial commitments should be made until the appropriate formation, registration or change documents are submitted to and filed by the California Secretary of State. Name Regulations, Requirements & Restrictions (PDF)

Reserving a Name

A name can be reserved for a period of 60 days. For faster service, name reservations can be submitted online through our enhanced online services at bizfileOnline.sos.ca.gov.  

The reservation can be renewed to the same applicant or for the benefit of the same party, but not for consecutive 60-day periods. There must be at least 1 day between reservation periods. (California Corporations Code section 201(d)2601(c)5122(c)7122(d)9122(c)12302(d)15901.09(b)(c) or 17701.09(a).)

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.

Foreign (Out-of-State) Name Registration

If the name is available for use in California, to protect the name for future use, a nonqualified foreign (out-of-state) corporation that is (1) not registered with the California Secretary of State and (2) not transacting intrastate business in California, can register the corporate name with the Secretary of State by submitting a Registration of Foreign Name – Out-of-State Corporation online at bizfileOnline.sos.ca.gov.

  • The registration is effective until the close of the calendar year in which the application for registration is filed.
  • A nonqualified foreign (out-of-state) corporation may renew its registration by filing a Renewal of Foreign Name Registration – Out-of-State Corporation between October 1 and December 31 of each year online at . The renewal, when filed, extends the registration for the following calendar year.
  • A certificate by an authorized public official of the state or place of incorporation, to the effect that the corporation is an existing corporation in good standing in that state or place, must be attached to the Registration and Renewal at the time of filing with the California Secretary of State.

To cancel a foreign name registration before the close of the calendar year, file a Cancellation of Foreign Name Registration – Out-of-State Corporation online at bizfileOnline.sos.ca.gov.