Cal. Code Regs. tit. 2 § 21001

Current through 2020 Notice Register, No. 49, December 4, 2020

Section 21001 - Definitions

(a) "Active" means not revoked, cancelled, merged out, converted, dissolved, surrendered, term expired, inactive, suspended or forfeited.

(b) "Deceptively similar" means to resemble so closely as to tend to deceive. A resemblance is considered as tending to deceive when a person using that care, caution and observation which the public uses and may be expected to use, would mistake a proposed name with an existing name.

(c) "Business entity" means a domestic corporation, foreign corporation, limited liability company, foreign limited liability company, limited partnership or foreign limited partnership.

(d) "Business entity identifier" means one or more letters or words denoting existence as a business entity. The following are examples of words or letters presumed to be business entity identifiers:

(1) Corporations:

(A) Corporation

(B) Company

(C) Incorporated

(D) Incorporation

(E) Limited

(F) Corp

(G) Co

(H) Inc

(I) Ltd

(J) PC

(K) Professional Corporation

(2) Limited Liability Companies:

(A) Limited Liability Company

(B) LLC

(C) L.L.C.

(D) The words "Limited" and "Company" in a limited liability company name may also be abbreviated to "Ltd." and "Co.", respectively.

(3) Limited Partnerships:

(A) Limited Partnership

(B) LP

(C) L.P.

(D) Limited Liability Limited Partnership

(E) LLLP

(F) L.L.L.P.

(e) "Existing name" means:

(1) With respect to a corporation, an "existing corporate name" means:

(A) The current name of an active domestic corporation;

(B) The name under which a qualified foreign corporation currently is authorized to transact intrastate business in California or the registered name pursuant to Corporations Code section 2101;

(C) The current name which an active foreign corporation has assumed pursuant to Corporations Code section 2106;

(D) A name which will become the name of record of a domestic corporation or foreign corporation upon the effective date of a filed corporate instrument when there is a delayed effective date pursuant to Corporations Code section 110(c), 5008(c) or 12214(c); or

(E) A corporate name, which is under reservation with the Secretary of State.

(2) With respect to a limited liability company, an "existing LLC name" means:

(A) The current name of an active domestic limited liability company;

(B) The name under which a qualified foreign limited liability company currently is authorized to transact intrastate business in California;

(C) A name which will become the name of record of a domestic limited liability company or foreign limited liability company upon the effective date of a filed limited liability company instrument when there is a delayed effective date pursuant to Corporations Code section 17702.10; or

(D) A limited liability company name that is under reservation with the Secretary of State.

(3) With respect to a limited partnership, an "existing LP name" means:

(A) The current name of an active domestic limited partnership;

(B) The name under which a qualified foreign limited partnership currently is authorized to transact intrastate business in California;

(C) A name which will become the name of record of a domestic limited partnership or foreign limited partnership upon the effective date of a filed limited partnership instrument when there is a delayed effective date pursuant to Corporations Code section 15902.06(b); or

(D) A limited partnership name, which is under reservation with the Secretary of State.

(f) "Proposed Name" means:

(1) With respect to a corporation, a "proposed corporate name" means:

(A) The name of a corporation contained in articles of incorporation, in a statement and designation by foreign corporation or association, or in an application to register a name pursuant to Corporations Code section 2101 submitted to the Secretary of State for filing;

(B) The name of a corporation contained in a certificate of amendment to the articles of incorporation, restated articles of incorporation, agreement of merger or amended statement and designation by foreign corporation submitted to the Secretary of State for filing, if that name is different than the existing name of the corporation or foreign corporation; or

(C) The name of a corporation contained in an application for name reservation with the Secretary of State.

(2) With respect to a limited liability company, a "proposed LLC name" means:

(A) The name of a limited liability company contained in articles of organization or in an application for registering a foreign limited liability company submitted to the Secretary of State for filing;

(B) The name of a limited liability company contained in a certificate of amendment to the articles of organization, certificate of merger or an amendment to an application for registering a foreign limited liability company submitted to the Secretary of State for filing, if that name is different than the existing name of the limited liability company or foreign limited liability company; or

(C) The name of a limited liability company contained in an application for name reservation with the Secretary of State.

(3) With respect to a limited partnership, a "proposed LP name" means:

(A) The name of a limited partnership contained in a certificate of limited partnership or in an application for registering a foreign limited partnership submitted to the Secretary of State for filing;

(B) The name of a limited partnership contained in a certificate of amendment to the certificate of limited partnership, certificate of merger or an amendment to an application for registering a foreign limited partnership submitted to the Secretary of State for filing, if that name is different than the existing name of the limited partnership or foreign limited partnership; or

(C) The name of a limited partnership contained in an application for name reservation with the Secretary of State.

(g) Additional definitions.

(1) "Domestic Corporation" has the same meaning found in Corporations Code section 167.

(2) "Foreign Corporation" has the same meaning found in Corporations Code section 171.

(3) "Limited Liability Company" or "Domestic Limited Liability Company" has the same meaning found in Corporations Code section 17701.02(k).

(4) "Foreign Limited Liability Company" has the same meaning found in Corporations Code section 17701.02(j).

(5) "Limited Partnership" has the same meaning found in Corporations Code section 15901.02(q).

(6) "Foreign Limited Partnership" has the same meaning found in Corporations Code section 15901.02(k).

Cal. Code Regs. Tit. 2, § 21001

Note: Authority cited: Sections 8, 110, 201, 2101, 2106, 2601, 5008, 5122, 7122, 9122, 12214, 12302, 13409, 15901.02, 17701.02(k), 17701.08 and 17708.02, Corporations Code. Reference: Sections 8, 110, 167, 171, 201, 2101, 2106, 2601, 5008, 5122, 6910, 7122, 8910, 9122, 12214, 12302, 13409, 15901.02, 17701.02, 17701.08, 17701.09 and 17708.02, Corporations Code.

1. New section filed 5-14-2009; operative 5-14-2009 pursuant to Government Code section 11343.4 (Register 2009, No. 20).
2. Amendment of subsection (d), new subsections (d)(3)(D)-(F), amendment of subsections (e)(2), (e)(2)(C), (e)(3), (e)(3)(C), (f)(1), (f)(2) and (f)(3), repealer of subsection (f)(4), amendment of subsections (g)(3)-(5) and amendment of Note filed 11-19-2013; operative 1-1-2014 (Register 2013, No. 47).