Chapter 5 - Fictitious Business Names

California Business and Professions Code — §§ 17900-17930

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Sections (28)

Amended by Stats. 2012, Ch. 419, Sec. 2. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.

(a)(1) The purpose of this section is to protect those dealing with individuals or partnerships doing business under fictitious names, and it is not intended to confer any right or advantage on individuals or firms that fail to comply with the law. The filing of a fictitious business name certificate is designed to make available to the public the identities of persons doing business under the fictitious name.

(2)Nothing in this section shall be construed to impair or impede the rebuttable presumption described in Section 14411.

(b)As used in this chapter,

“fictitious business name” means:

(1)In the case of an individual, a name that does not include the surname of the individual or a name that suggests the existence of additional owners, as described in subdivision (c).

(2)In the case of a partnership or other association of persons, other than a limited partnership that has filed a certificate of limited partnership with the California Secretary of State pursuant to Section 15902.01 of the Corporations Code, a foreign limited partnership that has filed an application for registration with the California Secretary of State pursuant to Section 15909.02 of the Corporations Code, a registered limited liability partnership that has filed a registration pursuant to Section 16953 of the Corporations Code, or a foreign limited liability

partnership that has filed an application for registration pursuant to Section 16959 of the Corporations Code, a name that does not include the surname of each general partner or a name that suggests the existence of additional owners, as described in subdivision (c) and in Section 17901.

(3)In the case of a domestic or foreign corporation, 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.

(4)In the case of a limited partnership that has filed a certificate of limited partnership with the California Secretary of State pursuant to Section 15902.01 of the Corporations Code and in the case of a foreign limited partnership that has filed an application for

registration with the California Secretary of State pursuant to Section 15902.02 of the Corporations Code, any name other than the name of the limited partnership as on file with the California Secretary of State.

(5)In the case of a limited liability company, any name other than the name stated in its articles of organization and in the case of a foreign limited liability company that has filed an application for registration with the California Secretary of State pursuant to Section 17708.02 of the Corporations Code, any name other than the name of the limited liability company as on file with the California Secretary of State, in accordance with subdivision (b) of Section 17910.5.

(c)A name that suggests the existence of additional owners within the meaning of

subdivision (b) is one that includes such words as “Company,” “& Company,” “& Son,” “& Sons,” “& Associates,” “Brothers,” and the like, but not words that merely describe the business being conducted.

§ 17901

Amended by Stats. 2014, Ch. 400, Sec. 17. (SB 1467) Effective January 1, 2015.

As used in this chapter, “general partner” means:

(a)In the case of a partnership, a general partner, as defined in Section 15901.02 of the Corporations Code.

(b)In the case of an unincorporated association other than a partnership, a person interested in the business of the association whose liability with respect to the association is substantially the same as that of a general partner, as defined in Section 15901.02 of the Corporations Code.

§ 17901.5

Added by Stats. 1994, Ch. 1200, Sec. 3. Effective September 30, 1994.

As used in this chapter, “manager” means a manager of a limited liability company.

§ 17902

Amended by Stats. 1994, Ch. 1200, Sec. 4. Effective September 30, 1994.

As used in this chapter, “person” includes individuals, limited liability companies, partnerships and other associations, and corporations.

§ 17903

Amended by Stats. 2007, Ch. 716, Sec. 2. Effective January 1, 2008.

As used in this chapter, “registrant” means a person or entity who is filing or has filed a fictitious business name statement, and who is the legal owner of the business.

§ 17905

Added by Stats. 2014, Ch. 201, Sec. 3. (SB 1462) Effective January 1, 2015.

The Sacramento County Board of Supervisors may, by resolution, designate another county officer to perform the duties of the county clerk pursuant to this chapter in and for the County of Sacramento.

§ 17910

Amended by Stats. 2007, Ch. 716, Sec. 3. Effective January 1, 2008.

Every person who regularly transacts business in this state for profit under a fictitious business name shall do all of the following:

(a)File a fictitious business name statement in accordance with this chapter not later than 40 days from the time the registrant commences to transact such business.

(b)File a new statement after any change in the facts, in accordance with subdivision (b) of Section 17920.

(c)File a new statement when refiling a fictitious business name statement.

§ 17910.5

Amended by Stats. 2001, Ch. 728, Sec. 64. Effective January 1, 2002.

(a)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.

(b)No person shall adopt any fictitious business name that includes “Limited Liability Company” or “LLC” or “LC” unless that person is a limited liability company organized pursuant to the laws of this state or some other jurisdiction. A person is not

prohibited from using the complete words “Limited” or “Company” or their abbreviations in the person’s business name as long as that use does not imply that the person is a limited liability company.

(c)A county clerk shall not accept a fictitious business name statement which would be in violation of this section.

§ 17911

Amended by Stats. 2007, Ch. 716, Sec. 4. Effective January 1, 2008.

This chapter does not apply to a nonprofit corporation or association, including, but not limited to, organizations such as churches, labor unions, fraternal and charitable organizations, foundations, and similar organizations.

§ 17912

Amended by Stats. 2004, Ch. 178, Sec. 1. Effective January 1, 2005.

This chapter does not apply to a real estate investment trust as defined in Section 23000 of the Corporations Code that has a statement on file, pursuant to Section 18200 of the Corporations Code, designating an agent for service of process or has qualified to do business under Chapter 21 (commencing with Section 2100) of Division 1 of the Corporations Code.

§ 17913

Amended by Stats. 2024, Ch. 497, Sec. 77. (SB 1526) Effective January 1, 2025.

(a)The fictitious business name statement shall contain all of the information required by this subdivision and shall be substantially in the following form:

NOTICE—IN ACCORDANCE WITH SUBDIVISION (a) OF SECTION 17920, A FICTITIOUS NAME

STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON WHICH IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK, EXCEPT, AS PROVIDED IN SUBDIVISION (b) OF SECTION 17920, WHERE IT EXPIRES 40 DAYS AFTER ANY CHANGE IN THE FACTS SET FORTH IN THE STATEMENT PURSUANT TO SECTION 17913. A NEW FICTITIOUS BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION.

THE FILING OF THIS STATEMENT DOES NOT OF ITSELF AUTHORIZE THE USE IN THIS STATE OF A FICTITIOUS BUSINESS NAME IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER FEDERAL, STATE, OR COMMON LAW (SEE SECTION 14411 ET SEQ., BUSINESS AND PROFESSIONS CODE).

(b)The fictitious business name statement shall contain the following information set forth in the manner indicated in the form provided

by subdivision (a):

(1)Where the asterisk (*) appears in the form, insert the fictitious business name or names. Only those businesses operated at the same address and under the same ownership may be listed on one fictitious business name statement.

(2)Where the two asterisks (**) appear in the form: If the registrant has a place of business in this state, insert the street address, and county, of the registrant’s principal place of business in this state. If the registrant has no place of business in this state, insert the street address, and county, of the registrant’s principal place of business outside this state.

(3)Where the three asterisks (***) appear in the form: If the registrant is an individual, insert the

registrant’s full name and business mailing address if it differs from the business address. If the registrants are a married couple, insert the full name and business mailing address of both parties to the marriage if it differs from the business address. If the registrant is a general partnership, copartnership, joint venture, or limited liability partnership, insert the full name and business mailing address of each general partner if it differs from the business address. If the registrant is a limited partnership, insert the full name and business mailing address of each general partner. If the registrant is a limited liability company, insert the name and business mailing address of the limited liability company, as set out in its articles of organization on file with the California Secretary of State, and the state of organization. If the registrant is a trust, insert the full name and business

mailing address of each trustee. If the registrant is a corporation, insert the name and address of the corporation, as set out in its articles of incorporation on file with the California Secretary of State, and the state of incorporation. If the registrants are state or local registered domestic partners, insert the full name and business mailing address of each domestic partner if it differs from the business address. If the registrant is an unincorporated association other than a partnership, insert the name of each person who is interested in the business of the association and whose liability with respect to the association is substantially the same as that of a general partner.

(4)Where the four asterisks (****) appear in the form, insert whichever of the following best describes the nature of the business:

(i)“an individual,”

(ii) “a general partnership,” (iii) “a limited partnership,” (iv) “a limited liability company,” (v) “an unincorporated association other than a partnership,” (vi) “a corporation,” (vii) “a trust,” (viii) “copartners,” (ix) “a married couple,” (x) “joint venture,” (xi) “state or local registered domestic partners,” or (xii) “a limited liability partnership.”

(5)Where the five asterisks (*****) appear in the form, insert the date on which the registrant first commenced to transact business under the fictitious business name or names listed, if already transacting business under that name or names. If the registrant has not yet commenced to transact business under the fictitious business name or names listed, insert the statement, “Not applicable.”

(c)The registrant shall

declare that all of the information in the fictitious business name statement is true and correct. A registrant who declares as true any material matter pursuant to this section that the registrant knows to be false is guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000).

(d)(1) At the time of filing of the fictitious business name statement, the registrant filing on behalf of the registrant shall present personal identification in the form of a California driver’s license or other government identification acceptable to the county clerk to adequately determine the identity of the registrant filing on behalf of the registrant as provided in subdivision (e) and the county clerk may require the registrant to complete and sign an affidavit of identity.

(2)In the case of a registrant utilizing an agent for submission of the registrant’s fictitious business name statement for filing, at the time of filing of the fictitious business name statement, the agent filing on behalf of the registrant shall present personal identification in the form of a California driver’s license or other government identification acceptable to the county clerk to adequately determine the identity of the agent filing on behalf of the registrant as provided in subdivision (e). The county clerk may also require the agent to submit a notarized statement signed by the registrant declaring the registrant has authorized the agent to submit the filing on behalf of the registrant.

(e)If the registrant is a corporation, a limited liability company, a limited partnership, or a limited liability partnership, the county clerk

may require documentary evidence issued by the California Secretary of State and deemed acceptable by the county clerk, indicating the current existence and good standing of that business entity to be attached to a completed and notarized affidavit of identity, for purposes of subdivision (d).

(f)(1) The county clerk may require a registrant that mails a fictitious business name statement to a county clerk’s office for filing to submit a completed and notarized affidavit of identity. A registrant that is a corporation, limited liability company, limited partnership, or limited liability partnership, if required by the county clerk to submit an affidavit of identity, shall also submit documentary evidence issued by the California Secretary of State indicating the current existence and good standing of that business entity.

(2)The county clerk may accept an electronic acknowledgment verifying the identity of the registrant using a remote identity proofing process ensuring the registrant’s identification. The identity proofing process shall follow, to the extent reasonable, the federal guidelines for security and privacy and shall include dynamic knowledge-based authentication or an identity proofing method consistent with, at least, level 3 identity assurance, as described in the electronic authentication guidelines of the National Institute of Standards and Technology.

(g)A county clerk that chooses to establish procedures pursuant to this section shall prescribe the form of affidavit of identity for filing by a registrant in that county.

§ 17914

Amended by Stats. 2014, Ch. 400, Sec. 19. (SB 1467) Effective January 1, 2015.

The fictitious business name statement shall be signed as follows:

(a)If the registrant is an individual, by the individual.

(b)If the registrants are a married couple, by either party to the marriage.

(c)If the registrant is a general partnership, limited partnership, limited liability partnership, copartnership, joint venture, or unincorporated association other than a partnership, by a general partner.

(d)If the registrant is a limited liability company, by a manager or officer.

(e)If the registrant is a trust, by a trustee.

(f)If the registrant is a corporation, by an officer.

(g)If the registrant is a state or local registered domestic partnership, by one of the domestic partners.

§ 17915

Amended by Stats. 2008, Ch. 179, Sec. 24. Effective January 1, 2009.

A fictitious business name statement shall be filed with the clerk of the county in which the registrant has his or her principal place of business in this state or, if the registrant has no place of business in this state, with the Clerk of Sacramento County. This chapter does not preclude a person from filing a fictitious business name statement in a county other than that where the principal place of business is located, as long as the requirements of this section are also met.

§ 17916

Amended by Stats. 2019, Ch. 15, Sec. 2. (AB 716) Effective January 1, 2020.

Presentation for filing of an original fictitious business name statement and one copy of the statement, with proper identification, accompanied by a completed and notarized affidavit of identity, if required by the county clerk, and other documents required in accordance with Section 17913, payment of the filing fee, and acceptance of the statement by the county clerk constitute filing under this chapter. The county clerk shall note on the copy the file number, the date of filing the original, and the date of expiration and shall certify and deliver the copy to the registrant or the registrant’s agent. A county clerk may use a remote identity proofing process as described in subdivision (f) of Section 17913 for purposes of this section.

§ 17917

Amended by Stats. 2022, Ch. 511, Sec. 72. (SB 1495) Effective January 1, 2023.

(a)Within 45 days after a fictitious business name statement has been filed pursuant to this chapter, the registrant shall cause a statement in the form prescribed by subdivision (a) of Section 17913 to be published pursuant to Section 6064 of the Government Code in a newspaper of general circulation in the county where the fictitious business name statement was filed or, if there is no such newspaper in that county, in a newspaper of general circulation in an adjoining county. If the registrant does not have a place of business in this state, the notice shall be published in a newspaper of general circulation in Sacramento County.

(b)Subject to the requirements of subdivision (a), the newspaper selected for the publication of the statement should be one that circulates in the area where the business is to be conducted.

(c)If a refiling is required because the prior statement has expired, the refiling need not be published unless there has been a change in the information required in the expired statement, provided the refiling is filed within 40 days of the date the statement expired.

(d)An affidavit showing the publication of the statement shall be filed with the county clerk where the fictitious business name statement was filed within 45 days after the completion of the publication.

§ 17918

Added by Stats. 1970, Ch. 618.

No person transacting business under a fictitious business name contrary to the provisions of this chapter, or his assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of this state until the fictitious business name statement has been executed, filed, and published as required by this chapter. For the purposes of this section, the failure to comply with subdivision (b) of Section 17917 does not constitute transacting business contrary to the provisions of this chapter.

§ 17919

Amended by Stats. 2023, Ch. 20, Sec. 2. (AB 878) Effective January 1, 2024.

(a)A fictitious business name statement may be executed, filed, and published by the trustee in bankruptcy at any time after bankruptcy where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the debtor or bankruptcy estate or the partnership of which the debtor or bankruptcy estate was a member.

(b)A fictitious business name statement may be executed, filed, and published by the conservator, executor, or administrator at any time after the appointment of a conservator for or death of any individual or partner where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due the conservatee or deceased

person or the partnership of which they were a member.

(c)A fictitious business name statement may be executed, filed, and published by an assignee or purchaser of the business at any time after the assignment or sale where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the assignee or purchaser by reason of the assignment or sale.

(d)The fictitious business name statement referred to in this section shall be in substantially the same form as prescribed in Section 17913, except:

(1)The person or persons who were doing

business under the fictitious business name shall be stated as such person or persons existed (i) immediately before the bankruptcy, conservatorship, or death or the assignment or sale of the business or (ii) at the time they ceased to do business under the fictitious business name, whichever is the earlier time.

(2)The statement shall include the following additional sentence: “This statement has been executed pursuant to Section 17919 of the Business and Professions Code.”

(3)The person executing the statement shall (i) sign the statement on behalf of the person or persons formerly doing business under the fictitious business name, (ii) state

their full name and the street address of their place of business or, if they have none, of their business mailing address, and (iii) indicate whether they are

a trustee in bankruptcy, conservator, executor, or administrator or assignee or purchaser of the business.

§ 17920

Amended by Stats. 2023, Ch. 20, Sec. 3. (AB 878) Effective January 1, 2024.

(a)Unless the statement expires earlier under subdivision (b) or (c), a fictitious business name statement expires five years from the date it was filed in the office of the county clerk.

(b)Except as provided in Section 17923, a fictitious business name statement expires 40 days after any change in the facts set forth in the statement pursuant to Section 17913.

(c)A fictitious business name statement expires when the registrant files a statement of abandonment of the fictitious business name described in the statement.

§ 17921

Amended by Stats. 1983, Ch. 581, Sec. 3.

Notice of the date of expiration shall be on the fictitious business name statement form.

§ 17922

Amended by Stats. 2023, Ch. 20, Sec. 4. (AB 878) Effective January 1, 2024.

(a)Upon ceasing to transact business in this state under a fictitious business name that was filed in the previous five years, a registrant who has filed a fictitious business name statement shall file a statement of abandonment of use of fictitious business name. The statement of abandonment shall be executed in the same manner as a fictitious business name statement, excluding the requirements of subdivisions (d), (e), and (f) of Section 17913 and shall be filed with the county clerk of the county in which the registrant has filed the fictitious business name statement. The statement shall be published in the same manner as a fictitious business name statement and an affidavit showing its publication shall be filed with the county clerk after the completion of publication.

(b)The statement shall include:

(1)The name being abandoned and the street address of the principal place of business.

(2)The date on which the fictitious business name statement relating to the fictitious business name being abandoned was filed, the file number, and the county where filed.

(3)In the case of an individual, the full name and business mailing address of the individual.

(4)In the case of a married couple, the full name and

business mailing address of both parties to the marriage.

(5)In the case of a general partnership, a limited partnership, copartners, a limited liability partnership, a joint venture, or an unincorporated association other than a partnership, the full names and business mailing addresses of all of the general partners.

(6)In the case of a corporation, the name and address of the corporation as set forth in its articles of incorporation on file with the California Secretary of State.

(7)In the case of a trust, the full name and

business mailing address of each of the trustees.

(8)In the case of a limited liability company, the name and address of the limited liability company as set forth in its articles of organization on file with the California Secretary of State.

(9)In the case of state or local registered domestic partners, the full name and business mailing address of each domestic partner.

§ 17923