Naming a California Corporation

Unlike most other states, California doesn’t require corporations to include a business entity identifier like “Inc” or “Corp” in their legal business name. However, there are still some rules you must follow when naming a California corporation. Your California corporation name must be unique in the state of California and cannot mislead the public about the nature of your business. Here, we’ll go over naming rules—and some exceptions to those rules—for California corporations.

General California Naming Rules

All businesses in California, including corporations, must adhere to the same rules regarding the types of characters permitted for use in a business name.

These are:

• Letters used must be from the English alphabet. Other alphabets, such as Cyrillic or Korean, and Chinese characters cannot be used in your name. Accent marks and other English language glyphs, different fonts or typefaces, sub- or superscript characters, and distinctions between upper- and lowercase letters are not recognized.
• Numbers used must be Arabic numerals. Arabic numerals are 0, 1, 2, 3, 4, 5, 6, 7, 8, and 9. Roman numerals (I, IV, XI) are not considered to have numeric value.
• Punctuation and symbols are permitted. California Code of Regulations (CCR) Section 21002 contains examples of allowed punctuation and symbols, including !, ?, @, and #.

California Corporation Naming Requirements

There are two main requirements for naming a California corporation, according to CCR Section 21001.1:

2. A corporate name must be distinguishable in the records from existing business names.
3. A corporate name cannot mislead the public through similarity to an existing name or false claims.

What is considered “distinguishable” for a CA corporate name?

CCR Section 21004 contains several rules for what makes a proposed business name distinguishable from other existing names.

A distinguishable name must have at least one different letter, number, or a sequence of letters and numbers that is “plainly recognizable” when comparing the proposed name to similar names.

The following do not make a name distinguishable in the records:

• The addition or absence of a business entity identifier: Fancy Pants versus Fancy Pants, Inc
• The use of upper- or lowercase letters, or sub- or superscript letters or numbers: Fancy Pants versus FaNcY PaNtS
• The use of distinctive typeface or punctuation: Fancy Pants versus F.A.N.C.Y. Pants
• Replacing the word “and” with an ampersand (&), or vice versa: Fancy and Dancy Pants versus Fancy & Dancy Pants

However, CCR Section 21001 notes that “these regulations are not exclusive,” and ultimately, it’s up to the “Secretary of State’s discretion” to determine whether or not a name is distinguishable.

What is considered “misleading” for a CA corporate name?

CCR Section 21003 outlines naming practices that are potentially deceptive.

The following are considered “likely to mislead the public”:

• Using words or phrases that falsely imply a government affiliation, such as”agency” or “bureau,” or the names or abbreviations of cities, counties, or states: Indiana Housing Agency or San Antonio Bureau of Investigation.
• Using words or phrases that falsely imply that your business is an insurer, such as “insurance” or “broker.”
• Using a business entity identifier that falsely identifies your business, such as including “LLC,” “Non-Profit,” or “Professional Corporation” in the name of a non-professional, for-profit corporation.

The Secretary of State reverses the right to determine whether or not a name is misleading beyond these regulations, just as it does with distinguishability.

What about entity identifiers for a CA corporation?

Most states require a corporation to include a business entity identifier like “Inc” or “Corp” in its legal business name. This is not required in California (except for close corporations, see below).

Corporations are allowed to use identifiers as long as those identifiers are not misleading. For example, a corporation cannot use “LLC” as an identifier, and a non-professional corporation cannot use an identifier like “PC” or “Professional Corporation.”

CCR Section 21001 provides a list of possible business entity identifiers for corporations, including:

• • • • Company
      • Incorporated
      • Corp
      • Co
      • Inc

Special California Corporation Naming Considerations

Some additional rules apply to specific types of corporations, as follows:

California banking and insurance corporations

If your corporation is involved in banking or is a credit union, you’ll have to obtain a Certificate of Approval from the Commissioner of Business Oversight to use words like “bank,” “credit union,” or “trust” in your business name.

Similarly, if your corporation is an insurer, you’ll need a certificate from the California Insurance Commissioner to use words like “insurance” or “assurance” in your name.

You’ll need to attach your certificate to your Articles of Incorporation when registering your corporation with the state.

Close, Social Purpose, and Professional Corporations

Close, flexible purpose, and professional corporations must all identify themselves in their business names.

A close corporation (a private corporation held by a limited number of shareholders) must use a business entity identifier like “corporation,” “Inc,” or “limited” (California Corporations Code (CA Corp Code) Section 202(a)).

A social purpose corporation must include the phrase “social purpose corporation” or some abbreviation of this phrase in its name (CA Corp Code Section Section 2602).

A professional corporation must follow the naming conventions required by the regulatory agency in charge of the field in which the corporation operates (CA Corp Code Section 13409). You can find these rules through your regulatory agency, such as the Medical Board of California or The State Bar of California.

You can also find naming rules in the section of the Business and Professions Code (BPC) that applies to your industry. For example, BPC Section 5610.3 provides naming information for professional architectural corporations, and BPC Section 1804 lists the requirements for dental corporations.

For further reading, the California Secretary of State has compiled most of its naming rules in Business Entity Name Regulations & Additional Statutory Requirements and Restrictions.