Current through Register 2024 Notice Reg. No. 38, September 20, 2024
(a) "Active" means
not revoked, cancelled, merged out, converted, dissolved, surrendered, term
expired, inactive, suspended or forfeited.
(b) "Business entity" means a domestic
corporation, foreign corporation, limited liability company, foreign limited
liability company, limited partnership or foreign limited
partnership.
(c) "Business entity
identifier" means one or more letters or words denoting existence as a business
entity. The following are examples of words or letters presumed to be business
entity identifiers:
(1) Corporations:
(A) Corporation
(B) Company
(C) Incorporated
(D) Incorporation
(E) Limited
(F) Corp
(G) Co
(H) Inc
(I) Ltd
(J) PC
(K) Professional
Corporation
(2) Limited
Liability Companies:
(A) Limited Liability
Company
(B) LLC
(C) L.L.C.
(D) The words "Limited" and "Company" in a
limited liability company name may also be abbreviated to "Ltd." and "Co.",
respectively.
(3) Limited
Partnerships:
(A) Limited
Partnership
(B) LP
(C) L.P.
(D) Limited Liability Limited
Partnership
(E) LLLP
(F) L.L.L.P.
(d) "Existing name" means:
(1) With respect to a corporation, an
"existing corporate name" means:
(A) The
current name of an active domestic corporation;
(B) The name under which a qualified foreign
corporation currently is authorized to transact intrastate business in
California or the registered name pursuant to Corporations Code section
2101;
(C) The current name which an active foreign
corporation has assumed pursuant to Corporations Code section
2106;
(D) A name which will become the name of
record of a domestic corporation or foreign corporation upon the effective date
of a filed corporate instrument when there is a delayed effective date pursuant
to Corporations Code section
110(c),
5008(c)
or
12214(c);
or
(E) A corporate name, which is
under reservation with the Secretary of State.
(2) With respect to a limited liability
company, an "existing LLC name" means:
(A) The
current name of an active domestic limited liability company;
(B) The name under which a qualified foreign
limited liability company currently is authorized to transact intrastate
business in California;
(C) A name
which will become the name of record of a domestic limited liability company or
foreign limited liability company upon the effective date of a filed limited
liability company instrument when there is a delayed effective date pursuant to
Corporations Code section
17702.10;
or
(D) A limited liability company
name that is under reservation with the Secretary of State.
(3) With respect to a limited partnership, an
"existing LP name" means:
(A) The current name
of an active domestic limited partnership;
(B) The name under which a qualified foreign
limited partnership currently is authorized to transact intrastate business in
California;
(C) A name which will
become the name of record of a domestic limited partnership or foreign limited
partnership upon the effective date of a filed limited partnership instrument
when there is a delayed effective date pursuant to Corporations Code section
15902.06(b);
or
(D) A limited partnership name,
which is under reservation with the Secretary of
State.
(e)
"Proposed Name" means:
(1) With respect to a
corporation, a "proposed corporate name" means:
(A) The name of a corporation contained in
articles of incorporation, in a statement and designation by foreign
corporation or association, or in an application to register a name pursuant to
Corporations Code section
2101
submitted to the Secretary of State for filing;
(B) The name of a corporation contained in a
certificate of amendment to the articles of incorporation, restated articles of
incorporation, agreement of merger or amended statement and designation by
foreign corporation submitted to the Secretary of State for filing, if that
name is different than the existing name of the corporation or foreign
corporation; or
(C) The name of a
corporation contained in an application for name reservation with the Secretary
of State.
(2) With
respect to a limited liability company, a "proposed LLC name" means:
(A) The name of a limited liability company
contained in articles of organization or in an application for registering a
foreign limited liability company submitted to the Secretary of State for
filing;
(B) The name of a limited
liability company contained in a certificate of amendment to the articles of
organization, certificate of merger or an amendment to an application for
registering a foreign limited liability company submitted to the Secretary of
State for filing, if that name is different than the existing name of the
limited liability company or foreign limited liability company; or
(C) The name of a limited liability company
contained in an application for name reservation with the Secretary of
State.
(3) With respect
to a limited partnership, a "proposed LP name" means:
(A) The name of a limited partnership
contained in a certificate of limited partnership or in an application for
registering a foreign limited partnership submitted to the Secretary of State
for filing;
(B) The name of a
limited partnership contained in a certificate of amendment to the certificate
of limited partnership, certificate of merger or an amendment to an application
for registering a foreign limited partnership submitted to the Secretary of
State for filing, if that name is different than the existing name of the
limited partnership or foreign limited partnership; or
(C) The name of a limited partnership
contained in an application for name reservation with the Secretary of
State.
(f)
"Punctuation" means: marks used in writing to separate sentences and their
elements and to clarify meaning.
(g) "Symbol" means: a mark or character used
as a conventional representation of an object, function, or process.
(h) Additional definitions.
(1) "Domestic Corporation" has the same
meaning found in Corporations Code section
167.
(2) "Foreign Corporation" has the same
meaning found in Corporations Code section
171.
(3) "Limited Liability Company" or "Domestic
Limited Liability Company" has the same meaning found in Corporations Code
section
17701.02(k).
(4) "Foreign Limited Liability Company" has
the same meaning found in Corporations Code section
17701.02(j).
(5) "Limited Partnership" has the same
meaning found in Corporations Code section
15901.02(q).
(6) "Foreign Limited Partnership" has the
same meaning found in Corporations Code section
15901.02(k).
1. New section
filed 5-14-2009; operative 5-14-2009 pursuant to Government Code section
11343.4
(Register 2009, No. 20).
2. Amendment of subsection (d), new
subsections (d)(3)(D)-(F), amendment of subsections (e)(2), (e)(2)(C), (e)(3),
(e)(3)(C), (f)(1), (f)(2) and (f)(3), repealer of subsection (f)(4), amendment
of subsections (g)(3)-(5) and amendment of NOTE filed 11-19-2013; operative
1-1-2014 (Register 2013, No. 47).
3. Repealer of subsection (b), new
subsections (f) and (g) and subsection relettering filed 1-21-2021; operative
1-21-2021 pursuant to Government Code section
11343.4(b)(3)
(Register 2021, No. 4).
Note: Authority cited: Sections
8,
110,
201,
2101,
2106,
2601,
5008,
5122,
7122,
9122,
12214,
12302,
13409,
15901.02,
17701.02(k),
17701.08
and
17708.02,
Corporations Code. Reference: Sections
8,
110,
167,
171,
201,
2101,
2106,
2601,
5008,
5122,
6910,
7122,
8910,
9122,
12214,
12302,
13409,
15901.02,
17701.02,
17701.08,
17701.09
and
17708.02,
Corporations Code.
