If you're planning to form a California LLC or corporation, (which is sometimes referred to as “registering your business”) you’ll need to file Articles of Organization to form the LLC or Articles of Incorporation to form the corporation, with the California Secretary of State.
Before you file those documents, you need to choose a name for the LLC or corporation. The name that’s on the LLC or corporation’s Articles is its “legal name”. And before filing with the state, it's a good idea to check whether the legal business name you want is available.
California has rules on what you can name your LLC or corporation
Choosing a business name is one of the most important decisions for business owners. Your business name creates the first impression for customers, investors, partners, and potential employees. It can be frustrating to find the right name only to learn it is already taken when you try to register your business with the California Secretary of State.
As with other states, California has rules on what you can name an LLC or corporation.
An LLC’s name has to be distinguishable in the records of the California Secretary of State from other LLCs of record or reserved with the California Secretary of State and the name must not be likely to mislead the public. A corporation’s name has to be distinguishable in the records of the California Secretary of State from other corporations of record or reserved with the California Secretary of State and the name must not be likely to mislead the public.
A name is not considered distinguishable if it differs only by minor formatting or wording changes, such as:
- Business entity identifiers: For example, “Elements Incorporated” vs. “Elements Corporation.”
- Capitalization or formatting of letters or numbers: For example, “CyberCo” vs. “CYBERCO.”
- Punctuation, symbols, spacing, or typography changes (as defined in Sections 21001(f) and 21001(g) of the California Code of Regulations, Title 2, Div. 7, Ch. 8.5). For example, “Best-Life Comfort, LLC” vs. “Best Life Comfort LLC.”
When determining name availability, the California Secretary of State checks names only against names of like entities registered with the California Secretary of State (e.g., a proposed corporation name is checked for availability only against other corporation names).
A proposed name is considered likely to mislead the public if, for example, it falsely implies a government affiliation, or that the corporation or LLC is a professional entity, or is an insurer, or formed under a law other than the one under which it’s actually formed.
Violating these and other naming rules could result in your LLC’s Articles of Organization or corporation’s Articles of Incorporation being rejected by the California Secretary of State’s office.
California business name trademark search: avoid conflicts
When you’re picking a name for your California business you shouldn’t only worry about it being available under the rules of the California Secretary of State. Another potential issue is choosing a business name that's too similar to a competitor's name. If that happens, the competitor may claim that your name violates their legal rights through “trademark infringement" or "unfair competition". If a dispute arises and you are sued, you could be required to change your business name and potentially pay monetary damages. When you submit your Articles of Organization or Articles of Incorporation for filing, the California Secretary of State does not check the proposed name against trademark or service mark registrations. So, the fact that the Secretary of State lets you form your LLC or corporation under a certain name doesn’t necessarily mean there are no trademark issues.
(And speaking of trademarks, when starting a business, many people wonder about the importance of trademarking their business name. In fact, you don't have to trademark your name to operate under it. Trademarks are words or symbols used to identify and distinguish a business’ products or services. (Think Nike’s “swoosh”. When you see it, you immediately know whose product it is). A business name may or may not be used as trademark. If you use your business’ name in commerce is to identify its products or services then it might be considered a trademark. You can have trademark rights without registering the trademark with the US Patent and Trademark Office (USPTO) but registering a trademark gives you added protection against someone who might infringe on your trademark.)
How to find if a business name is taken
Checking name availability early can help you avoid these costly mistakes and keep your business launch on schedule.
There's no one place to check for conflicting business names for your California LLC or corporation. It’s best to use different search methods to make sure you cover all bases.
- Check the internet
Type a name you are considering into a search engine. This will help determine if anyone else is using a similar name for similar products or services.
You should also check if the website domain name you want is available. Just type the name into the search bar and hit enter. You can also use the ICANN WHOIS Lookup tool for this. ICANN manages all domain names.
- Search the California records business entity database
Use the state’s online business entity portal (Bizfile) to search for California entity names. The database includes information on LLCs, corporations, and limited partnerships on file with the California Secretary of State.
Navigate to the Business Search page and ensure "Business" is selected at the top.
Scroll until you find the “Search by name” search box.
