California Secretary of State business entity search

What the California Business Search tells you

The Secretary of State runs the Business Search on bizfileOnline. It covers corporation, limited liability company and limited partnership names already of record. Each result carries a Date Filed, which is the incorporation, registration, formation or conversion date of the entity.

The state is blunt about its limits. It calls the search preliminary and says it is not a formal name check. A name is reviewed only when the filing documents arrive, so a clean result is a good sign and not a decision.

Same entity type, and what counts as different

Since January 1, 2021, a name must be distinguishable in the records from an existing entity of the same type. That covers corporations, LLCs and limited partnerships. A name also must not be likely to mislead the public.

Under 2 CCR 21004(b), a name is not distinguishable if it differs only by entity identifiers, capital letters, punctuation, symbols or spaces. An ampersand against the word "and" does not count either. An LLC proposal is compared with LLC records, and a corporation proposal with corporation records.

The review leaves two things out. It does not look at trademark or service mark registrations, and it does not look at fictitious business names. The guide on whether two businesses can share a name covers what that leaves open.

Words California bars or restricts

Corporations Code section 17701.08 sets the LLC endings. An LLC name must include "Limited Liability Company", "LLC" or "L.L.C.". The words "Limited" and "Company" may be shortened to "Ltd." and "Co."

It may not include bank, trust, trustee, incorporated, inc., corporation or corp. Nor may it include insurer or insurance company, or words suggesting it issues insurance policies.

A corporation can use bank, trust, trustee, credit union or related words only with a Certificate of Approval. The Commissioner issues it, and it is attached to the Articles of Incorporation.

Reserving a California name

A reserved name is held for 60 days. The state's LLC fee table lists $10 for a name reservation. The same applicant can renew, but not for consecutive 60-day periods, and at least 1 day must pass between periods.

The state also advises against ordering stationery or signs, or making financial commitments, until the formation documents are filed.

What a California LLC pays after formation

The state's fee table puts Articles of Organization, Form LLC-1, at $70. Articles of Incorporation for a general stock corporation, Form ARTS-GS, are listed at $100.

After that, the Statement of Information, Form LLC-12, is $20 and is due every two years. The Franchise Tax Board says every LLC doing business or organized in California pays an annual tax of $800. An LLC that will make more than $250,000 also pays an LLC fee, as the Franchise Tax Board puts it. The LLC cost calculator adds these together.

Fictitious business names in California counties

California files a fictitious business name with the county of the principal place of business. Local rules differ by county, which is why Los Angeles County filings and San Diego County filings have their own guides.

Checking and claiming a name in California

1. Search the name in the Business Search, using only the entity type you plan to form.
2. Compare it with the differences 2 CCR 21004(b) disregards.
3. Check the name against the restricted bank, trust and insurance words for its entity type.
4. Reserve the name for $10 if the filing is still some weeks away.
5. File Form LLC-1 at $70 or Form ARTS-GS at $100, then the Statement of Information within 90 days.