California law requires any individual, corporation, limited liability company, partnership or other association transacting business in California under a fictitious name to file, publish and periodically renew a fictitious business name statement. This requirement is designed to inform the public of the identity of the “person” or “persons” doing business under a fictitious name.
Failure to file may result in penalties. The California statute provides that “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.” Another risk is that an officer or other agent entering into a contract on behalf of an entity using an unregistered fictitious business name, may find himself personally liable if he fails to disclose the name of the entity on whose behalf he is acting.
What is a fictitious business name? The definition varies depending on whether the name is being used by an individual, corporation, limited liability company, partnership or other association.
Some examples: 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. In the case of a general partnership or other association of persons, a name that does not include the surname of each general partner or a name that suggests the existence of additional owners. In the case of a corporation, any name other than the corporate name stated in its articles of incorporation filed with the California Secretary of State. In the case of a limited partnership that has filed a certificate of limited partnership with the California Secretary of State, any name other than the name of the limited partnership on file with the California Secretary of State. In the case of a limited liability company, any name other than the name stated in its articles of organization on file with the California Secretary of State.
In California, fictitious business name statements are to be filed with the clerk of the county in which the registrant has his, her or its principal place of business or, if the registrant has no place of business in California, with the Clerk of Sacramento County.
A fictitious business name statement expires on the earlier of (i) five years from the date it was filed or (ii) 40 days after any change in certain facts set forth in the statement. Thus, it is important to file new a new statement before the present statement expires.
If you have any questions, please contact L. Michael Telleen at email@example.com or (650) 342-9600.