California Misses Target In Defining Fictitious Business Name

Allen Matkins

Allen Matkins

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.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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