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2005 California Business and Professions Code Sections 17900-17930 CHAPTER 5. FICTITIOUS BUSINESS NAMES
BUSINESS AND PROFESSIONS CODESECTION 17900-17930
17900. (a) 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. (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 Secretary of State pursuant to Section 15621 of the Corporations Code, a foreign limited partnership that has filed an application for registration with the Secretary of State pursuant to Section 15692 of the Corporations Code, a registered limited liability partnership that has filed a registration pursuant to Section 15049 or 16953 of the Corporations Code, or a foreign limited liability partnership that has filed an application for registration pursuant to Section 15055 or 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. (3) In the case of a corporation, any name other than the corporate name stated in its articles of incorporation. (4) In the case of a limited partnership that has filed a certificate of limited partnership with the Secretary of State pursuant to Section 15621 of the Corporations Code and in the case of a foreign limited partnership that has filed an application for registration with the Secretary of State pursuant to Section 15692 of the Corporations Code, any name other than the name of the limited partnership as on file with the 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 Secretary of State pursuant to Section 17451 of the Corporations Code, any name other than the name of the limited liability company as on file with the Secretary of State. (b) A name that suggests the existence of additional owners within the meaning of subdivision (a) is one which includes such words as "Company," "& Company," "& Son," "& Sons," "& Associates," "Brothers," and the like, but not words that merely describe the business being conducted. 17901. As used in this chapter, "general partner" means: (a) In the case of a partnership, a general partner. (b) In the case of an unincorporated association other than a partnership, a person interested in such business whose liability with respect to the business is substantially the same as that of a general partner. 17901.5. As used in this chapter, "manager" means a manager of a limited liability company. 17902. As used in this chapter, "person" includes individuals, limited liability companies, partnerships and other associations, and corporations. 17903. As used in this chapter, "registrant" means a person who is filing or has filed a fictitious business name statement. 17910. Every person who regularly transacts business in this state for profit under a fictitious business name shall: (a) File a fictitious business name statement in accordance with this chapter not later than 40 days from the time he commences to transact such business; and (b) File a new statement in accordance with this chapter on or before the date of expiration of the statement on file. 17910.5. (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. 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, nonprofit hospitals, and similar organizations. 17912. 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. (a) The fictitious business name statement shall contain all of the information required by this subdivision and shall be substantially in the following form: FICTITIOUS BUSINESS NAME STATEMENT The following person (persons) is (are) doing business as * _______________________________________________________ at ** _________________________________________________: *** ________________________________________ ________________________________________ ________________________________________ ________________________________________ This business is conducted by ****_____________________ The registrant commenced to transact business under the fictitious business name or names listed above on ***** ______________________________________ I declare that all information in this statement is true and correct. (A registrant who declares as true information which he or she knows to be false is guilty of a crime.) Signed _______________________________ Statement filed with the County Clerk of _____ County on ______ NOTICE--THIS FICTITIOUS NAME STATEMENT EXPIRES FIVE YEARS FROM THE DATE IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK. A NEW FICTITIOUS BUSINESS NAME STATEMENT MUST BE FILED BEFORE THAT TIME. 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 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 may be listed on one 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 of his or her principal place of business in this state. If the registrant has no place of business in this state, insert the street address of his or her principal place of business outside this state. (3) Where the three asterisks (***) appear in the form: If the registrant is an individual, insert his or her full name and residence address. If the registrant is a partnership or other association of persons, insert the full name and residence address of each general partner. If the registrant is a limited liability company, insert the name of the limited liability company as set out in its articles of organization and the state of organization. If the registrant is a business trust, insert the full name and address of each trustee. If the registrant is a corporation, insert the name of the corporation as set out in its articles of incorporation and the state of incorporation. (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 business trust," (viii) "copartners," (ix) "husband and wife," (x) "joint venture," or (xi) "other--please specify." (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 statement is true and correct. A registrant who declares as true any material matter pursuant to this section which he or she knows to be false is guilty of a misdemeanor. 17914. If the registrant is an individual, the statement shall be signed by the individual; if a partnership or other association of persons, by a general partner; if a limited liability company, by a manager or officer; if a business trust, by a trustee; if a corporation, by an officer. 17915. The fictitious business name statement shall be filed with the clerk of the county in which the registrant has his principal place of business in this state or, if he has no place of business in this state, with the Clerk of Sacramento County. 17916. Presentation for filing of a fictitious business name statement and one copy, tender 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 or send the copy to the registrant. 17917. (a) Within 30 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 Government Code Section 6064 in a newspaper of general circulation in the county in which the principal place of business of the registrant is located or, if there is no such newspaper in that county, then 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 within 30 days after the completion of the publication. 17918. 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. (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 bankrupt or the partnership of which the bankrupt 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 he was 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 prior to 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 his full name and the street address of his place of business or, if he has none, of his residence, and (iii) indicate whether he is a trustee in bankruptcy, conservator, executor, or administrator or assignee or purchaser of the business. 17920. (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, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire. (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. Notice of the date of expiration shall be on the fictitious business name statement form. 17922. (a) A person who has filed a fictitious business name statement may, upon ceasing to transact business in this state under that fictitious business name, file a statement of abandonment of use of fictitious business name. The statement shall be executed in the same manner as a fictitious business name statement and shall be filed with the county clerk of the county in which the person has filed his 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 and the county where filed. (3) In the case of an individual, the full name and address of the individual. (4) In the case of a partnership or other association of persons, the full names and residence addresses of all the general partners. (5) In the case of a corporation, the name of the corporation as set forth in its articles of incorporation. (6) In the case of a business trust, the full name and residence address of each of the trustees. 17923. (a) Any person who is a general partner in a partnership that is or has been regularly transacting business under a fictitious business name may, upon withdrawing as a general partner, file a statement of withdrawal from the partnership operating under a fictitious business name. The statement shall be executed by the person filing the statement in the same manner as a fictitious business name statement and shall be filed with the county clerk of the county where the partnership filed its fictitious business name statement. (b) The statement shall include: (1) The fictitious business name of the partnership. (2) The date on which the fictitious business name statement for the partnership was filed and the county where filed. (3) The street address of its principal place of business in this state or, if it has no place of business in this state, the street address of its principal place of business outside this state, if any. (4) The full name and residence of the person withdrawing as a partner. (c) The statement of withdrawal from the partnership operating under a fictitious business name shall be published in the same manner as the fictitious business name statement and an affidavit showing the publication of the statement shall be filed with the county clerk after the completion of the publication. (d) The withdrawal of a general partner does not cause a fictitious business name statement to expire if the withdrawing partner files a statement of withdrawal in accordance with subdivisions (a) and (b) and the requirement of subdivision (c) is satisfied. 17924. (a) The county clerk shall furnish without charge a form satisfying the requirements of subdivision (a) of Section 17913. The form prepared by the county clerk, or the material provided by him with the form, shall include statements substantially as follows: (1) "Your fictitious business name statement must be published in a newspaper once a week for four successive weeks and an affidavit of publication filed with the county clerk when publication has been accomplished. The statement should be published in a newspaper of general circulation in the county where the principal place of business is located. The statement should be published in such county in a newspaper that circulates in the area where the business is to be conducted (Business and Professions Code Section 17917)." (2) "Any person who executes, files, or publishes any fictitious business name statement, knowing that such statement is false, in whole or in part, is guilty of a misdemeanor and upon conviction thereof shall be fined not to exceed one thousand dollars ($1,000) (Business and Professions Code Section 17930)." These statements do not constitute a part of the fictitious business name statement and are not required to be published pursuant to Section 17917. (b) The county clerk may furnish without charge forms meeting the requirements for a statement of abandonment of use of a fictitious business name and a statement of withdrawal from partnership operating under a fictitious business name. 17925. (a) The county clerk shall maintain one or more indices which permit the determination of at least the following information: (1) Whether any business using a specific fictitious business name has on file a fictitious business name statement setting forth such name and, if so, the file number of the statement. (2) Whether any individual, general partner, or corporation is listed in any fictitious business name statement on file and, if so, the file number of the statement. (3) Whether a statement of abandonment of use of a specific business name is on file and, if so, the file number of the statement of abandonment. (4) Whether a statement of withdrawal from a partnership operating under fictitious business name is on file and, if so, the file number of the statement of withdrawal. (b) Four years after a fictitious business name statement has expired, the county clerk may delete the information concerning that statement from the index, including any references to statements of abandonment of use, statements of withdrawal of partnerships, or any other references related to a fictitious business name statement which is being deleted from the index. 17926. (a) As used in this section, "statement" means a fictitious business name statement, a statement of abandonment of use of fictitious business name, or a statement of withdrawal from partnership operating under fictitious business name. (b) For a fee of two dollars ($2), the county clerk shall provide any person who so requests a certified copy of any statement on file in his office. (c) A copy of a statement, when certified as provided in subdivision (b), establishes a rebuttable presumption of all of the following: (1) The existence of the original statement. (2) The execution of the statement by the person by whom it purports to have been executed. (3) The truth of the information required by Sections 17913, 17922, or 17923 that is contained in the statement. (d) The presumptions established by subdivision (c) are presumptions affecting the burden of producing evidence. 17927. (a) The county clerk shall mark each fictitious business name statement with a file number and the date of filing and shall retain the original statement for his or her file. He or she may destroy or otherwise dispose of the statement four years after the statement expires. (b) The county clerk shall mark each statement of abandonment of use of fictitious business name or statement of withdrawal from partnership operating under fictitious business name with a file number and the date of filing. He or she may destroy or otherwise dispose of the statement at the same time the fictitious business name statement to which it relates is destroyed pursuant to subdivision (a). (c) In lieu of retaining the original statement on file, the county clerk may retain a copy of the statement in accordance with Section 69844.5 of the Government Code. 17928. (a) Upon prepayment of the fee established pursuant to subdivision (b), the county clerk may furnish to any person who so requests daily or less frequent summaries or compilations of filings under this chapter. (b) The fee for furnishing information under this section shall be fixed by the county clerk with the approval of the county board of supervisors and shall be sufficient to pay at least the actual cost of furnishing such information. 17929. (a) The fee for filing a fictitious business name statement is ten dollars ($10) for the first fictitious business name and two dollars ($2) for each additional fictitious business name filed on the same statement and doing business at the same location. This fee covers the cost of filing and indexing the statement (and any affidavit of publication), furnishing one certified copy of the statement to the person filing the statement. (b) The ten-dollar ($10) fee for filing a fictitious business name statement shall include up to one partner operating under the fictitious business name statement. A fee of two dollars ($2) shall be charged for each additional partner operating under the same fictitious business name statement. (c) The fee for filing a statement of abandonment of use of a fictitious business name is five dollars ($5). This fee covers the cost of filing and indexing the statement and any affidavit of publication. (d) The fee for filing a statement of withdrawal from partnership operating under fictitious business name is five dollars ($5). This fee covers the cost of filing and indexing the statement and any affidavit of publication. 17930. Any person who executes, files, or publishes any statement under this chapter, knowing that such statement is false, in whole or in part, shall be guilty of a misdemeanor and upon conviction thereof shall be punished by a fine not to exceed one thousand dollars ($1,000).
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