Beyond naming standard adjustments, there will be a new requirement for corporate filings with the Secretary of State.
Let’s explore these changes in more detail.
While California’s LLC naming standards remain the same, there is a notable change to the corporate name standard and an addition to the current LP naming standards. SB 522 removes the “deceptively similar” corporate name standard and replaces it with a “distinguishable in the record” standard, akin to California’s existing name standards for LLCs and LPs. LP naming standards will require that a proposed limited partnership name, in addition to being distinguishable in the record, must not be likely to mislead the public.
Here’s a summary of California’s business name standards, for both foreign and domestic entities, as of January 1st, 2021, with SB 522 changes in bold:
Refer to California’s business entity name regulations for detailed definitions of proposed and existing names by entity type.
SB 522 removes an exception under current law that allows a corporation to adopt the same name or one that is substantially similar to that of an existing corporation, upon consent by the existing corporation.
The bill also removes exceptions under current law which permit LLCs and LPs to seek authorization to use names that conflict with the respective name standards provided certain conditions were satisfied.
Aside from naming standard changes, SB 522 adds a requirement that corporate filings submitted to the Secretary of State by a domestic or foreign qualified corporation must include the corporate name and entity number, as they exist on the Secretary of State records. Failure to include this information will likely result in filing rejections.
For additional information, please review the full text of Senate Bill 522.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.