October 22, 2021

Volume XI, Number 295

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Are Proper Names In A Language? Re: Corporation Names

My last name is Bishop.  In Spanish, it would be Obispo.  If I included Obispo in a corporate name, would that be acceptable to the Secretary of State?

Nevada has a statute, NRS 78.028 that provides “No record which is written in a language other than English may be filed or  submitted for filing in the Office of the Secretary of State pursuant to the  provisions of this chapter unless it is accompanied by a verified translation of  that record into the English language.”  I recently tried submitting the name “Obispo Corp.” on the Nevada Secretary of State’s SilverFlume business portal.  Although the site asked for an English translation “if submitting a name in a foreign language”, I was allowed to proceed without submitting a translation.   Therefore, I can’t say how rigorously the Secretary of State enforces NRS 78.028, if at all.

Nevada isn’t unique in this respect.  Section 8 of the California Corporations Code seemingly mandates English as the Lingua Franca for filings and makes no provision for translations: “Whenever any notice, report, statement, or record is required or authorized by this code, it shall be made in writing in the English language.”  Also, the California Secretary of State’s regulations mandate the English alphabet.  2 CCR § 21000(a).  Therefore, I’m guessing that the Greek version of my surname, Ὲπίσκοπος, wouldn’t pass muster as a corporate name in California.  On the other hand and notwithstanding Section 8, the Secretary of State’s regulations explicitly contemplate that foreign words will be included in corporate names:

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.

2 CCR § 21004.5(a)(6).

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume IV, Number 141
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
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