California Legislature—2015–16 Regular Session

Assembly BillNo. 1471

Introduced by Assembly Member Perea

February 27, 2015

An act to amend Section 201 of the Corporations Code, relating to corporations.


AB 1471, as introduced, Perea. Business entity name reservations.

Existing law, the General Corporations law, authorizes the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.

The bill would make a nonsubstantive change.

Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no.

The people of the State of California do enact as follows:

P1    1


Section 201 of the Corporations Code is amended
2to read:



(a) The Secretary of State shall not file articles setting
4forth a name in which “bank,” “ trust,” “trustee,” or related words
5appear, unless the certificate of approval of the Commissioner of
6Business Oversight is attached thereto. This subdivision does not
7apply to the articles of any corporation subject to the Banking Law
8on which is endorsed the approval of the Commissioner of Business

10(b) The Secretary of State shall not file articles which set forth
11a name which is likely to mislead the public or which is the same
P2    1as, or resembles so closely as to tend to deceive, the name of a
2domestic corporation, the name of a foreign corporation which is
3authorized to transact intrastate business or has registered its name
4pursuant to Section 2101, a name which a foreign corporation has
5assumed under subdivision (b) of Section 2106, a name which will
6become the record name of a domestic or foreign corporation upon
7the effective date of a filed corporate instrument where there is a
8delayed effective date pursuant to subdivision (c) of Section 110
9or subdivision (c) of Section 5008, or a name which is under
10reservation for another corporation pursuant to this title, except
11that a corporation may adopt a name that is substantially the same
12as an existing domestic corporation or foreign corporation which
13is authorized to transact intrastate business or has registered its
14name pursuant to Section 2101, upon proof of consent by such
15domestic or foreign corporation and a finding by the Secretary of
16State that under the circumstances the public is not likely to be

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19begin insert(c)end insertbegin insertend insertbegin insertTheend insert use by a corporation of a name in violation of this section
20may be enjoined notwithstanding the filing of its articles by the
21Secretary of State.

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23begin insert(d)end insert Any applicant may, upon payment of the fee prescribed
24therefor in begin insertArticle 3 (commencing with Section 12180) of Chapter
253 of Part 2 of Division 3 of Title 2 of end insert
the Government Code, obtain
26from the Secretary of State a certificate of reservation of any name
27not prohibited by subdivision (b), and upon the issuance of the
28certificate the name stated therein shall be reserved for a period
29of 60 days. The Secretary of State shall not, however, issue
30certificates reserving the same name for two or more consecutive
3160-day periods to the same applicant or for the use or benefit of
32the same person, partnership, firm or corporation; nor shall
33consecutive reservations be made by or for the use or benefit of
34the same person, partnership, firm or corporation of names so
35similar as to fall within the prohibitions of subdivision (b).