17900-17930
BUSINESS AND PROFESSIONS CODE
SECTION 17900-17930
17900. (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 15621 or 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 15692 or
15909.02 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, 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 15621 or 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 15692 or 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 17451 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. 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 or
entity who is filing or has filed a fictitious business name
statement, and who is the legal owner of the business.
17910. 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. (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,
foundations, 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--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 OTHER THAN A CHANGE IN THE
RESIDENCE ADDRESS OF A REGISTERED OWNER. 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 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
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 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, and county, 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 registrants are husband and wife, insert
the full name and residence address of both the husband and the wife.
If the registrant is a general partnership, copartnership, joint
venture, limited liability partnership, or unincorporated association
other than a partnership, insert the full name and residence address
of each general partner. If the registrant is a limited partnership,
insert the full name and residence address of each general partner.
If the registrant is a limited liability company, insert the name and
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 residence 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 residence address of each domestic 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) "husband and
wife," (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 statement is true and correct. A registrant who declares as true
any material matter pursuant to this section that he or she knows to
be false is guilty of a misdemeanor.
17914. The statement shall be signed as follows:
(a) If the registrant is an individual, by the individual.
(b) If the registrants are husband and wife, by the husband or
wife.
(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. 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. 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 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 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 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 he or she 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 or her full name
and the street address of his or her place of business or, if he or
she has none, of his or her residence, and (iii) indicate whether he
or she 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) Upon ceasing to transact business in this state under a
fictitious business name that was filed in the previous five years, a
person who has filed a fictitious business name statement shall 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 or her 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 residence
address of the individual.
(4) In the case of a husband and wife, the full name and residence
address of both the husband and the wife.
(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 residence 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 residence 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 residence address of each domestic partner.
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, the file number, 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 names and residence addresses of the person or
persons withdrawing as partners.
(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 meeting the requirements of
this section.
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 or her 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.
(e) All of the provisions of this section are subject to Section
54985 of the Government Code.
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, including proof of
publication and any other references related to the fictitious
business name 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 26205.1 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 owner
and two dollars ($2) for each additional fictitious business name or
owner 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), the cost of furnishing
one certified copy of the statement to the person filing the
statement, and the cost for notifying registrants of the pending
expiration of their fictitious business name statement.
(b) 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, the cost of any affidavit
of publication, and the cost of furnishing one certified copy of the
statement to the person filing the statement.
(c) The fee for filing a statement of withdrawal from partnership
operating under a fictitious business name is five dollars ($5). This
fee covers the cost of filing and indexing the statement, the cost
of any affidavit of publication, and the cost of furnishing one
certified copy of the statement to the person filing the statement.
(d) All of the provisions of this section are subject to Section
54985 of the Government Code.
(e) If the notice of pending expiration, as described in
subdivision (a), is returned to the county clerk by the United States
Postal Service as undeliverable, the county clerk is not required to
retain the returned notice of pending expiration.
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).