Secretary Of State Proposes Amendments To Naming Rules

Choosing a name for a business entity is one thing, getting that name approved by the California Secretary of State is another.  The Corporations Code places specific restrictions on the names of corporations, limited partnerships and limited liability companies.  These requirements have not been entirely consistent, a problem that I wrote about more than a decade ago.  See Naming a Business Is Never Easy in California

This year, the California Secretary of State's office sponsored legislation, SB 522 (Cal. Stats. 2020, ch. 361) that will better harmonize the Corporations Code's discordant requirements.  SB 522 will, among other things, change the statutory standards for corporate proposed names from the current “deceptively similar” and “substantially the same as” standards to a “distinguishable in the record” standard. The bill will also make it clear that  the “likely to mislead the public” standard already set forth in existing statutes and regulations applies to limited partnerships.

Anticipating these changes, the Secretary of State recently proposed to amend its regulations for business entity names.  The Initial Statement of Reasons and text of the proposed rule changes are available here and here. The comment period runs through December 7, 2020.