Don’t Bank On Being Able To Use “Bank” In Your Corporate Name

by Allen Matkins

“Bank” is a good example of a homonym (same spelling and pronunciation but different meaning), a homograph (same spelling but different meaning) and a homophone (same pronunciation).  I can think of at least three different meanings of the word in its noun form – a place where financial transactions are made, a mound or heap, and a set of matched or similar objects.

When referring to a place for depositing money or other property, the word is derived from the French word “banque” which originally meant a table or bench.  When referring to a mound or heap, “bank” has direct Scandinavian origins.  Although it seems that etymologists trace the French ”banque” to the Italian “banco” which also refers to a bench, I wonder if the “banque” didn’t enter the English language via the Normans who inhabited the part of France invaded by the Vikings and who in turn invaded England.  It’s also possible that the Scandinavian sense of the word entered England directly courtesy of the Vikings who also occupied much of Britain.

The California Secretary of State won’t allow articles of incorporation to be filed that include the word “bank” unless the approval of the Commissioner of Financial Institutions (now known as the Commissioner, Department of Business Oversight) is attached.  Cal. Corp. Code Section 201(a).  But what if a business wants to use the word in a non-financial sense?  For example, a restaurant might want to incorporate under the name “Sacramento River Bank Sushi Co.”  While it seems very unlikely that anyone would try open a checking account at a corporation with that name, the Commissioner of Financial Institutions in a 1998 letter wrote:

However, it appears to us that the statute leaves no room for interpretation as to names in which the word “bank” appears. It expressly provides that articles setting forth a name containing the word “bank” not be filed unless the Commissioner has issued a certificate of approval. Accordingly, it does not appear to us that the Secretary of State has authority to file articles of incorporation containing terms such as “food bank,” “blood bank,” or “river bank” unless the articles are accompanied by a certificate of approval from the Commissioner.

The rules become less logical when applied to foreign corporations.  A foreign corporation (other than a foreign association) that is not transacting intrastate business may register its name with the Secretary of State with one proviso – the name must be a name available under Secti0n 201.  Cal. Corp. Code § 2101(a).  This puts a foreign corporation in the same position as a business to be incorporated under the General Corporation Law.

Foreign corporations that are transacting intrastate business must, of course, must qualify with the Secretary of State.  Cal. Corp. Code § 2105.  These corporations may not qualify if they have a name prohibited by subdvision (b) of Section 201.  Cal. Corp. Code § 2106(b).  The statute doesn’t mention subdivision (a) (which as noted above prohibits the inclusion of the word “bank”).   Thus, a foreign corporation transacting intrastate business may qualify with a name that includes “bank” while a foreign corporation not transacting intrastate business may not register that name and a business may not incorporate with that name under the General Corporation Law.  If you’re looking for a rational explanation for this set of rules, I have none.

What about other (mis)spellings of “bank” such as “banc” or “banque”?  Subdivision (a) of Section 201 doesn’t mention these alternative spellings and thus they don’t strictly fall under the prohibition.  However, subdivision (b) of Section 201 broadly prohibits names that are likely to mislead the public.  Thus, a name that suggests that a company is a financial institution, but isn’t, may nonetheless run afoul of subdivision (b).


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.

© Allen Matkins | Attorney Advertising

Written by:

Allen Matkins

Allen Matkins on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
Privacy Policy (Updated: October 8, 2015):

JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources. Our policies with regard to data collection and use of personal information of users of the Service, regardless of the manner in which users access the Service, and visitors to the Website are set forth in this statement ("Policy"). By using the Service, you signify your acceptance of this Policy.

Information Collection and Use by JD Supra

JD Supra collects users' names, companies, titles, e-mail address and industry. JD Supra also tracks the pages that users visit, logs IP addresses and aggregates non-personally identifiable user data and browser type. This data is gathered using cookies and other technologies.

The information and data collected is used to authenticate users and to send notifications relating to the Service, including email alerts to which users have subscribed; to manage the Service and Website, to improve the Service and to customize the user's experience. This information is also provided to the authors of the content to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

JD Supra does not sell, rent or otherwise provide your details to third parties, other than to the authors of the content on JD Supra.

If you prefer not to enable cookies, you may change your browser settings to disable cookies; however, please note that rejecting cookies while visiting the Website may result in certain parts of the Website not operating correctly or as efficiently as if cookies were allowed.

Email Choice/Opt-out

Users who opt in to receive emails may choose to no longer receive e-mail updates and newsletters by selecting the "opt-out of future email" option in the email they receive from JD Supra or in their JD Supra account management screen.


JD Supra takes reasonable precautions to insure that user information is kept private. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. However, please note that no method of transmitting or storing data is completely secure and we cannot guarantee the security of user information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time.

If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem by contacting us at In the unlikely event that we believe that the security of your user information in our possession or control may have been compromised, we may seek to notify you of that development and, if so, will endeavor to do so as promptly as practicable under the circumstances.

Sharing and Disclosure of Information JD Supra Collects

Except as otherwise described in this privacy statement, JD Supra will not disclose personal information to any third party unless we believe that disclosure is necessary to: (1) comply with applicable laws; (2) respond to governmental inquiries or requests; (3) comply with valid legal process; (4) protect the rights, privacy, safety or property of JD Supra, users of the Service, Website visitors or the public; (5) permit us to pursue available remedies or limit the damages that we may sustain; and (6) enforce our Terms & Conditions of Use.

In the event there is a change in the corporate structure of JD Supra such as, but not limited to, merger, consolidation, sale, liquidation or transfer of substantial assets, JD Supra may, in its sole discretion, transfer, sell or assign information collected on and through the Service to one or more affiliated or unaffiliated third parties.

Links to Other Websites

This Website and the Service may contain links to other websites. The operator of such other websites may collect information about you, including through cookies or other technologies. If you are using the Service through the Website and link to another site, you will leave the Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We shall have no responsibility or liability for your visitation to, and the data collection and use practices of, such other sites. This Policy applies solely to the information collected in connection with your use of this Website and does not apply to any practices conducted offline or in connection with any other websites.

Changes in Our Privacy Policy

We reserve the right to change this Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our privacy policy will become effective upon posting of the revised policy on the Website. By continuing to use the Service or Website following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Policy, as it may be amended from time to time, in whole or part, please do not continue using the Service or the Website.

Contacting JD Supra

If you have any questions about this privacy statement, the practices of this site, your dealings with this Web site, or if you would like to change any of the information you have provided to us, please contact us at:

- hide
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.