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California Misses Target In Defining Fictitious Business Name

California's fictitious business name law is ostensibly intended to make available to the public the identities of persons doing business under the fictitious name.  In general, the law requires a local filing of a fictitious business name statement and the publication of the name in a newspaper.  A fundamental question, of course, is what constitutes a fictitious business name? 

In the case of a domestic or foreign corporation, a fictitious business name is "any name other than the corporate name stated in its articles of incorporation filed with the California Secretary of State, in accordance with subdivision (a) of Section 17910.5".  Unfortunately, this definition doesn't make a lot of sense for at least two reasons. 

First, foreign corporations do not file its articles of incorporation with the California Secretary of State. 

Second, Section 17910.5(a) says nothing about a corporation filing its articles of incorporation with the California Secretary of State.  Rather, it simply provides "No person shall adopt any fictitious business name which includes 'Corporation,' 'Corp.,' 'Incorporated,' or 'Inc.' unless that person is a corporation organized pursuant to the laws of this state or some other jurisdiction".  

Greater clarity might be expected in a statute intended to protect the public.

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About this Author

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

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...