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Name that Business – Avoiding Rejection by the Secretary of State

California Secretary of State logo

California law requires the Secretary of State to determine that a proposed business entity name (for a corporation, limited liability company, or limited partnership) is not the same as or too similar to a reserved name or to the name of an existing business entity (of the same entity type) and is not misleading to the public.

The Secretary of State’s office adopted regulations on May 14, 2009 that provide guidelines to assist the public in selecting a business entity name prior to reserving the name or filing documents. These regulations are helpful because The Secretary of State returns documents unfiled if proposed business entity names are unavailable under the statutory standards. There now are specific guidelines for selecting business entity names prior to filing documents with the Secretary of State and, thus, more certainty that proposed business entity names submitted for reservation and/or filing will be acceptable.

I was particularly interested to see that if the only difference between and existing name and a proposed name is addition of an “Internet suffix” (probably more accurately a “top level domain“), the two names will be considered substantially similar. For example, Grandma’s Cookies.Com is substantially similar to Grandma’s Cookies, Inc.

If you are thinking about creating a new business entity in California, you may want to go to the California Business Search page at the Secretary of State website to check whether there is any existing entity (of the same entity type) with a name that is substantially similar to the one that you are considering.

Please note, however, that applicable regulations are lengthy and detailed, so determining whether a name is available can be a challenge. For that reason, I have subscribed to the Secretary of State’s Prepay Priority Telephone Service so, with a single call, I can determine whether a name is available and, if so, reserve it for my client.

If there is a substantially similar name, you will need to choose something different.

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Dana H. Shultz, Attorney at Law  +1 510-547-0545  dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

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