| 1 | | - | Senate Bill No. 522 CHAPTER 361 An act to amend Sections 110, 201, 2601, 5008, 5122, 7122, 9122, 10010, 10013, 12214, 12302, 13409, 15901.08, and 17701.08 of the Corporations Code, relating to business entities. [ Approved by Governor September 30, 2020. Filed with Secretary of State September 30, 2020. ] LEGISLATIVE COUNSEL'S DIGESTSB 522, Hertzberg. Business entities: filings.Existing law, namely the General Corporation Law, the Social Purpose Corporations Act, the Nonprofit Public Benefit Corporation Law, the Nonprofit Mutual Benefit Corporation Law, the Nonprofit Religious Corporation Law, and the Cooperative Corporation Law, among other things, prohibits the Secretary of State from filing articles of incorporation that set forth a name likely to mislead the public or that is the same as, or so similar as tends to deceive, the name of specified domestic and foreign corporations, except that a corporation is authorized to adopt a name that is substantially the same as a specified existing domestic or foreign corporation, upon proof of consent by that corporation and a finding by the secretary that the public, under the circumstances, is unlikely to be misled.This bill would eliminate the above-described exception.Existing law, the Moscone-Knox Professional Corporation Act, exempts a domestic or foreign professional corporations name from specified naming requirements in the General Corporation Law as long as the name of the professional corporation contains, and is restricted to, the name or last name of specified persons, including, but not limited to, present, prospective, or former shareholders. The act prohibits the Secretary of State from using specified naming requirements in the General Corporation Law to refuse to file articles of incorporation or issue a certificate of qualification, as applicable, that sets forth a name that does not comply with those requirements. However, under existing law, the name is prohibited from being substantially the same as the name of a domestic corporation, the name of a foreign corporation qualified to render professional services in this state that is authorized to transact business in this state, or a name that is under reservation for another corporation.This bill would delete the exemption and make the domestic and foreign professional corporations subject to the naming requirements of the General Corporation Law.Existing law, the Uniform Limited Partnership Act of 2008, requires the name of a limited partnership be distinguishable from the names of other domestic and foreign limited partnerships that have previously filed a certificate or registered, as applicable, with the Secretary of State and from reserved names. An exemption to these requirements authorizes a limited partnership to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met.This bill would delete the exception and would prohibit the name from being one that the Secretary determines is likely to mislead the public. The bill would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary filing the certificate of limited partnership.Existing law, the California Revised Uniform Limited Liability Company Act, prohibits the name of a limited liability company from being one that the Secretary of State determines is likely to mislead the public and requires the name to be distinguishable from the names of other domestic and foreign limited liability companies that are authorized to transact business in this state and from reserved names. An exemption to this prohibition authorizes a limited liability company to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met.This bill would delete the exception and would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary of State filing the limited liability companys articles.Existing law specifies the formal requirements for filings with the Secretary of State by general, nonprofit, sole organized, and cooperative corporations.This bill would require, with respect to general, nonprofit, and cooperative corporations, that general filings with the Secretary of State contain the corporate name and number as they appear in the Secretary of States records. This bill would impose similar requirements for the filings of amendments to articles of incorporation and declarations of dissolution by sole organized corporations.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: NO Bill TextThe people of the State of California do enact as follows:SECTION 1. Section 110 of the Corporations Code is amended to read:110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 2. Section 201 of the Corporations Code is amended to read:201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b).SEC. 3. Section 2601 of the Corporations Code is amended to read:2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(A) The name of any corporation.(B) The name of any foreign corporation authorized to transact intrastate business in this state.(C) Each name that is under reservation pursuant to this title.(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.(E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 4. Section 5008 of the Corporations Code is amended to read:5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 5. Section 5122 of the Corporations Code is amended to read:5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 6. Section 7122 of the Corporations Code is amended to read:7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation.(c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c).SEC. 7. Section 9122 of the Corporations Code is amended to read:9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 8. Section 10010 of the Corporations Code is amended to read:10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement.SEC. 9. Section 10013 of the Corporations Code is amended to read:10013. The declaration of dissolution shall set forth all of the following:(a) The name and entity number of the corporation as they exist on the Secretary of States records.(b) The reason for its dissolution or winding up.(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation.SEC. 10. Section 12214 of the Corporations Code is amended to read:12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 11. Section 12302 of the Corporations Code is amended to read:12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 12. Section 13409 of the Corporations Code is amended to read:13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.(b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.SEC. 13. Section 15901.08 of the Corporations Code is amended to read:15901.08. (a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name.(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP.(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.(2) each name reserved under Section 15901.09.(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.(g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp.SEC. 14. Section 17701.08 of the Corporations Code is amended to read:17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co.(b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any limited liability company.(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.(3) Each name reserved under Section 17701.09.(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.(e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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| 1 | + | Enrolled September 02, 2020 Passed IN Senate August 30, 2020 Passed IN Assembly August 30, 2020 Amended IN Assembly July 27, 2020 Amended IN Senate January 15, 2020 Amended IN Senate January 06, 2020 CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION Senate Bill No. 522Introduced by Senator HertzbergFebruary 21, 2019 An act to amend Sections 110, 201, 2601, 5008, 5122, 7122, 9122, 10010, 10013, 12214, 12302, 13409, 15901.08, and 17701.08 of the Corporations Code, relating to business entities.LEGISLATIVE COUNSEL'S DIGESTSB 522, Hertzberg. Business entities: filings.Existing law, namely the General Corporation Law, the Social Purpose Corporations Act, the Nonprofit Public Benefit Corporation Law, the Nonprofit Mutual Benefit Corporation Law, the Nonprofit Religious Corporation Law, and the Cooperative Corporation Law, among other things, prohibits the Secretary of State from filing articles of incorporation that set forth a name likely to mislead the public or that is the same as, or so similar as tends to deceive, the name of specified domestic and foreign corporations, except that a corporation is authorized to adopt a name that is substantially the same as a specified existing domestic or foreign corporation, upon proof of consent by that corporation and a finding by the secretary that the public, under the circumstances, is unlikely to be misled.This bill would eliminate the above-described exception.Existing law, the Moscone-Knox Professional Corporation Act, exempts a domestic or foreign professional corporations name from specified naming requirements in the General Corporation Law as long as the name of the professional corporation contains, and is restricted to, the name or last name of specified persons, including, but not limited to, present, prospective, or former shareholders. The act prohibits the Secretary of State from using specified naming requirements in the General Corporation Law to refuse to file articles of incorporation or issue a certificate of qualification, as applicable, that sets forth a name that does not comply with those requirements. However, under existing law, the name is prohibited from being substantially the same as the name of a domestic corporation, the name of a foreign corporation qualified to render professional services in this state that is authorized to transact business in this state, or a name that is under reservation for another corporation.This bill would delete the exemption and make the domestic and foreign professional corporations subject to the naming requirements of the General Corporation Law.Existing law, the Uniform Limited Partnership Act of 2008, requires the name of a limited partnership be distinguishable from the names of other domestic and foreign limited partnerships that have previously filed a certificate or registered, as applicable, with the Secretary of State and from reserved names. An exemption to these requirements authorizes a limited partnership to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met.This bill would delete the exception and would prohibit the name from being one that the Secretary determines is likely to mislead the public. The bill would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary filing the certificate of limited partnership.Existing law, the California Revised Uniform Limited Liability Company Act, prohibits the name of a limited liability company from being one that the Secretary of State determines is likely to mislead the public and requires the name to be distinguishable from the names of other domestic and foreign limited liability companies that are authorized to transact business in this state and from reserved names. An exemption to this prohibition authorizes a limited liability company to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met.This bill would delete the exception and would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary of State filing the limited liability companys articles.Existing law specifies the formal requirements for filings with the Secretary of State by general, nonprofit, sole organized, and cooperative corporations.This bill would require, with respect to general, nonprofit, and cooperative corporations, that general filings with the Secretary of State contain the corporate name and number as they appear in the Secretary of States records. This bill would impose similar requirements for the filings of amendments to articles of incorporation and declarations of dissolution by sole organized corporations.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: NO Bill TextThe people of the State of California do enact as follows:SECTION 1. Section 110 of the Corporations Code is amended to read:110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 2. Section 201 of the Corporations Code is amended to read:201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b).SEC. 3. Section 2601 of the Corporations Code is amended to read:2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(A) The name of any corporation.(B) The name of any foreign corporation authorized to transact intrastate business in this state.(C) Each name that is under reservation pursuant to this title.(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.(E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 4. Section 5008 of the Corporations Code is amended to read:5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 5. Section 5122 of the Corporations Code is amended to read:5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 6. Section 7122 of the Corporations Code is amended to read:7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation.(c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c).SEC. 7. Section 9122 of the Corporations Code is amended to read:9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 8. Section 10010 of the Corporations Code is amended to read:10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement.SEC. 9. Section 10013 of the Corporations Code is amended to read:10013. The declaration of dissolution shall set forth all of the following:(a) The name and entity number of the corporation as they exist on the Secretary of States records.(b) The reason for its dissolution or winding up.(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation.SEC. 10. Section 12214 of the Corporations Code is amended to read:12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 11. Section 12302 of the Corporations Code is amended to read:12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 12. Section 13409 of the Corporations Code is amended to read:13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.(b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.SEC. 13. Section 15901.08 of the Corporations Code is amended to read:15901.08. (a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name.(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP.(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.(2) each name reserved under Section 15901.09.(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.(g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp.SEC. 14. Section 17701.08 of the Corporations Code is amended to read:17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co.(b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any limited liability company.(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.(3) Each name reserved under Section 17701.09.(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.(e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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| 14 | 26 | | |
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| 15 | 27 | | LEGISLATIVE COUNSEL'S DIGEST |
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| 16 | 28 | | |
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| 17 | 29 | | ## LEGISLATIVE COUNSEL'S DIGEST |
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| 18 | 30 | | |
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| 19 | 31 | | SB 522, Hertzberg. Business entities: filings. |
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| 20 | 32 | | |
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| 21 | 33 | | Existing law, namely the General Corporation Law, the Social Purpose Corporations Act, the Nonprofit Public Benefit Corporation Law, the Nonprofit Mutual Benefit Corporation Law, the Nonprofit Religious Corporation Law, and the Cooperative Corporation Law, among other things, prohibits the Secretary of State from filing articles of incorporation that set forth a name likely to mislead the public or that is the same as, or so similar as tends to deceive, the name of specified domestic and foreign corporations, except that a corporation is authorized to adopt a name that is substantially the same as a specified existing domestic or foreign corporation, upon proof of consent by that corporation and a finding by the secretary that the public, under the circumstances, is unlikely to be misled.This bill would eliminate the above-described exception.Existing law, the Moscone-Knox Professional Corporation Act, exempts a domestic or foreign professional corporations name from specified naming requirements in the General Corporation Law as long as the name of the professional corporation contains, and is restricted to, the name or last name of specified persons, including, but not limited to, present, prospective, or former shareholders. The act prohibits the Secretary of State from using specified naming requirements in the General Corporation Law to refuse to file articles of incorporation or issue a certificate of qualification, as applicable, that sets forth a name that does not comply with those requirements. However, under existing law, the name is prohibited from being substantially the same as the name of a domestic corporation, the name of a foreign corporation qualified to render professional services in this state that is authorized to transact business in this state, or a name that is under reservation for another corporation.This bill would delete the exemption and make the domestic and foreign professional corporations subject to the naming requirements of the General Corporation Law.Existing law, the Uniform Limited Partnership Act of 2008, requires the name of a limited partnership be distinguishable from the names of other domestic and foreign limited partnerships that have previously filed a certificate or registered, as applicable, with the Secretary of State and from reserved names. An exemption to these requirements authorizes a limited partnership to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met.This bill would delete the exception and would prohibit the name from being one that the Secretary determines is likely to mislead the public. The bill would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary filing the certificate of limited partnership.Existing law, the California Revised Uniform Limited Liability Company Act, prohibits the name of a limited liability company from being one that the Secretary of State determines is likely to mislead the public and requires the name to be distinguishable from the names of other domestic and foreign limited liability companies that are authorized to transact business in this state and from reserved names. An exemption to this prohibition authorizes a limited liability company to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met.This bill would delete the exception and would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary of State filing the limited liability companys articles.Existing law specifies the formal requirements for filings with the Secretary of State by general, nonprofit, sole organized, and cooperative corporations.This bill would require, with respect to general, nonprofit, and cooperative corporations, that general filings with the Secretary of State contain the corporate name and number as they appear in the Secretary of States records. This bill would impose similar requirements for the filings of amendments to articles of incorporation and declarations of dissolution by sole organized corporations. |
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| 22 | 34 | | |
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| 23 | 35 | | Existing law, namely the General Corporation Law, the Social Purpose Corporations Act, the Nonprofit Public Benefit Corporation Law, the Nonprofit Mutual Benefit Corporation Law, the Nonprofit Religious Corporation Law, and the Cooperative Corporation Law, among other things, prohibits the Secretary of State from filing articles of incorporation that set forth a name likely to mislead the public or that is the same as, or so similar as tends to deceive, the name of specified domestic and foreign corporations, except that a corporation is authorized to adopt a name that is substantially the same as a specified existing domestic or foreign corporation, upon proof of consent by that corporation and a finding by the secretary that the public, under the circumstances, is unlikely to be misled. |
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| 24 | 36 | | |
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| 25 | 37 | | This bill would eliminate the above-described exception. |
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| 26 | 38 | | |
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| 27 | 39 | | Existing law, the Moscone-Knox Professional Corporation Act, exempts a domestic or foreign professional corporations name from specified naming requirements in the General Corporation Law as long as the name of the professional corporation contains, and is restricted to, the name or last name of specified persons, including, but not limited to, present, prospective, or former shareholders. The act prohibits the Secretary of State from using specified naming requirements in the General Corporation Law to refuse to file articles of incorporation or issue a certificate of qualification, as applicable, that sets forth a name that does not comply with those requirements. However, under existing law, the name is prohibited from being substantially the same as the name of a domestic corporation, the name of a foreign corporation qualified to render professional services in this state that is authorized to transact business in this state, or a name that is under reservation for another corporation. |
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| 28 | 40 | | |
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| 29 | 41 | | This bill would delete the exemption and make the domestic and foreign professional corporations subject to the naming requirements of the General Corporation Law. |
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| 30 | 42 | | |
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| 31 | 43 | | Existing law, the Uniform Limited Partnership Act of 2008, requires the name of a limited partnership be distinguishable from the names of other domestic and foreign limited partnerships that have previously filed a certificate or registered, as applicable, with the Secretary of State and from reserved names. An exemption to these requirements authorizes a limited partnership to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met. |
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| 32 | 44 | | |
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| 33 | 45 | | This bill would delete the exception and would prohibit the name from being one that the Secretary determines is likely to mislead the public. The bill would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary filing the certificate of limited partnership. |
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| 34 | 46 | | |
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| 35 | 47 | | Existing law, the California Revised Uniform Limited Liability Company Act, prohibits the name of a limited liability company from being one that the Secretary of State determines is likely to mislead the public and requires the name to be distinguishable from the names of other domestic and foreign limited liability companies that are authorized to transact business in this state and from reserved names. An exemption to this prohibition authorizes a limited liability company to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met. |
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| 36 | 48 | | |
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| 37 | 49 | | This bill would delete the exception and would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary of State filing the limited liability companys articles. |
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| 38 | 50 | | |
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| 39 | 51 | | Existing law specifies the formal requirements for filings with the Secretary of State by general, nonprofit, sole organized, and cooperative corporations. |
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| 40 | 52 | | |
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| 41 | 53 | | This bill would require, with respect to general, nonprofit, and cooperative corporations, that general filings with the Secretary of State contain the corporate name and number as they appear in the Secretary of States records. This bill would impose similar requirements for the filings of amendments to articles of incorporation and declarations of dissolution by sole organized corporations. |
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| 42 | 54 | | |
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| 43 | 55 | | ## Digest Key |
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| 44 | 56 | | |
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| 45 | 57 | | ## Bill Text |
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| 46 | 58 | | |
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| 47 | 59 | | The people of the State of California do enact as follows:SECTION 1. Section 110 of the Corporations Code is amended to read:110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 2. Section 201 of the Corporations Code is amended to read:201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b).SEC. 3. Section 2601 of the Corporations Code is amended to read:2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(A) The name of any corporation.(B) The name of any foreign corporation authorized to transact intrastate business in this state.(C) Each name that is under reservation pursuant to this title.(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.(E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 4. Section 5008 of the Corporations Code is amended to read:5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 5. Section 5122 of the Corporations Code is amended to read:5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 6. Section 7122 of the Corporations Code is amended to read:7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation.(c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c).SEC. 7. Section 9122 of the Corporations Code is amended to read:9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 8. Section 10010 of the Corporations Code is amended to read:10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement.SEC. 9. Section 10013 of the Corporations Code is amended to read:10013. The declaration of dissolution shall set forth all of the following:(a) The name and entity number of the corporation as they exist on the Secretary of States records.(b) The reason for its dissolution or winding up.(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation.SEC. 10. Section 12214 of the Corporations Code is amended to read:12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records.SEC. 11. Section 12302 of the Corporations Code is amended to read:12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).SEC. 12. Section 13409 of the Corporations Code is amended to read:13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.(b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.SEC. 13. Section 15901.08 of the Corporations Code is amended to read:15901.08. (a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name.(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP.(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.(2) each name reserved under Section 15901.09.(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.(g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp.SEC. 14. Section 17701.08 of the Corporations Code is amended to read:17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co.(b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any limited liability company.(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.(3) Each name reserved under Section 17701.09.(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.(e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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| 48 | 60 | | |
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| 49 | 61 | | The people of the State of California do enact as follows: |
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| 50 | 62 | | |
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| 51 | 63 | | ## The people of the State of California do enact as follows: |
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| 52 | 64 | | |
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| 53 | 65 | | SECTION 1. Section 110 of the Corporations Code is amended to read:110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 54 | 66 | | |
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| 55 | 67 | | SECTION 1. Section 110 of the Corporations Code is amended to read: |
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| 56 | 68 | | |
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| 57 | 69 | | ### SECTION 1. |
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| 58 | 70 | | |
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| 59 | 71 | | 110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 60 | 72 | | |
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| 61 | 73 | | 110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 62 | 74 | | |
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| 63 | 75 | | 110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 64 | 76 | | |
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| 65 | 77 | | |
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| 66 | 78 | | |
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| 67 | 79 | | 110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases. |
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| 68 | 80 | | |
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| 69 | 81 | | (b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission. |
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| 70 | 82 | | |
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| 71 | 83 | | (c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified. |
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| 72 | 84 | | |
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| 73 | 85 | | (d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 74 | 86 | | |
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| 75 | 87 | | SEC. 2. Section 201 of the Corporations Code is amended to read:201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b). |
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| 76 | 88 | | |
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| 77 | 89 | | SEC. 2. Section 201 of the Corporations Code is amended to read: |
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| 78 | 90 | | |
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| 79 | 91 | | ### SEC. 2. |
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| 80 | 92 | | |
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| 81 | 93 | | 201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b). |
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| 82 | 94 | | |
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| 83 | 95 | | 201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b). |
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| 84 | 96 | | |
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| 85 | 97 | | 201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b). |
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| 86 | 98 | | |
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| 87 | 99 | | |
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| 88 | 100 | | |
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| 89 | 101 | | 201. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight. |
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| 90 | 102 | | |
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| 91 | 103 | | (b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 92 | 104 | | |
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| 93 | 105 | | (1) The name of any corporation. |
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| 94 | 106 | | |
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| 95 | 107 | | (2) The name of any foreign corporation authorized to transact intrastate business in this state. |
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| 96 | 108 | | |
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| 97 | 109 | | (3) Each name that is under reservation pursuant to this title. |
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| 98 | 110 | | |
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| 99 | 111 | | (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. |
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| 100 | 112 | | |
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| 101 | 113 | | (5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106. |
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| 102 | 114 | | |
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| 103 | 115 | | (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. |
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| 104 | 116 | | |
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| 105 | 117 | | (c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification. |
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| 106 | 118 | | |
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| 107 | 119 | | (d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. |
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| 108 | 120 | | |
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| 109 | 121 | | (e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b). |
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| 110 | 122 | | |
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| 111 | 123 | | SEC. 3. Section 2601 of the Corporations Code is amended to read:2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(A) The name of any corporation.(B) The name of any foreign corporation authorized to transact intrastate business in this state.(C) Each name that is under reservation pursuant to this title.(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.(E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 112 | 124 | | |
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| 113 | 125 | | SEC. 3. Section 2601 of the Corporations Code is amended to read: |
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| 114 | 126 | | |
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| 115 | 127 | | ### SEC. 3. |
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| 116 | 128 | | |
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| 117 | 129 | | 2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(A) The name of any corporation.(B) The name of any foreign corporation authorized to transact intrastate business in this state.(C) Each name that is under reservation pursuant to this title.(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.(E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 118 | 130 | | |
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| 119 | 131 | | 2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(A) The name of any corporation.(B) The name of any foreign corporation authorized to transact intrastate business in this state.(C) Each name that is under reservation pursuant to this title.(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.(E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 120 | 132 | | |
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| 121 | 133 | | 2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(A) The name of any corporation.(B) The name of any foreign corporation authorized to transact intrastate business in this state.(C) Each name that is under reservation pursuant to this title.(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.(E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 122 | 134 | | |
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| 123 | 135 | | |
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| 124 | 136 | | |
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| 125 | 137 | | 2601. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight. |
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| 126 | 138 | | |
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| 127 | 139 | | (b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 128 | 140 | | |
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| 129 | 141 | | (A) The name of any corporation. |
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| 130 | 142 | | |
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| 131 | 143 | | (B) The name of any foreign corporation authorized to transact intrastate business in this state. |
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| 132 | 144 | | |
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| 133 | 145 | | (C) Each name that is under reservation pursuant to this title. |
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| 134 | 146 | | |
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| 135 | 147 | | (D) The name of a foreign corporation that has registered its name pursuant to Section 2101. |
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| 136 | 148 | | |
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| 137 | 149 | | (E) A name that a foreign corporation has assumed under subdivision (b) of Section 2106. |
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| 138 | 150 | | |
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| 139 | 151 | | (F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. |
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| 140 | 152 | | |
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| 141 | 153 | | (2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. |
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| 142 | 154 | | |
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| 143 | 155 | | (3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation. |
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| 144 | 156 | | |
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| 145 | 157 | | (c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 146 | 158 | | |
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| 147 | 159 | | SEC. 4. Section 5008 of the Corporations Code is amended to read:5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 148 | 160 | | |
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| 149 | 161 | | SEC. 4. Section 5008 of the Corporations Code is amended to read: |
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| 150 | 162 | | |
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| 151 | 163 | | ### SEC. 4. |
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| 152 | 164 | | |
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| 153 | 165 | | 5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 154 | 166 | | |
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| 155 | 167 | | 5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 156 | 168 | | |
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| 157 | 169 | | 5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 158 | 170 | | |
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| 159 | 171 | | |
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| 160 | 172 | | |
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| 161 | 173 | | 5008. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part 5, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 6210, 8210, or 9660 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases. |
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| 162 | 174 | | |
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| 163 | 175 | | (b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 5122, 7122, or 9122), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission. |
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| 164 | 176 | | |
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| 165 | 177 | | (c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified. |
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| 166 | 178 | | |
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| 167 | 179 | | (d) Any instrument submitted to the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4, or Part 5 by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 168 | 180 | | |
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| 169 | 181 | | SEC. 5. Section 5122 of the Corporations Code is amended to read:5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 170 | 182 | | |
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| 171 | 183 | | SEC. 5. Section 5122 of the Corporations Code is amended to read: |
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| 172 | 184 | | |
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| 173 | 185 | | ### SEC. 5. |
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| 174 | 186 | | |
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| 175 | 187 | | 5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 176 | 188 | | |
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| 177 | 189 | | 5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 178 | 190 | | |
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| 179 | 191 | | 5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 180 | 192 | | |
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| 181 | 193 | | |
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| 182 | 194 | | |
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| 183 | 195 | | 5122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. |
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| 184 | 196 | | |
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| 185 | 197 | | (b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 186 | 198 | | |
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| 187 | 199 | | (1) The name of any corporation. |
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| 188 | 200 | | |
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| 189 | 201 | | (2) The name of any foreign corporation authorized to transact intrastate business in this state. |
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| 190 | 202 | | |
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| 191 | 203 | | (3) Each name that is under reservation pursuant to this title. |
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| 192 | 204 | | |
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| 193 | 205 | | (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. |
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| 194 | 206 | | |
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| 195 | 207 | | (5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106. |
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| 196 | 208 | | |
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| 197 | 209 | | (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. |
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| 198 | 210 | | |
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| 199 | 211 | | (c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. |
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| 200 | 212 | | |
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| 201 | 213 | | (d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 202 | 214 | | |
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| 203 | 215 | | SEC. 6. Section 7122 of the Corporations Code is amended to read:7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation.(c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c). |
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| 204 | 216 | | |
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| 205 | 217 | | SEC. 6. Section 7122 of the Corporations Code is amended to read: |
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| 206 | 218 | | |
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| 207 | 219 | | ### SEC. 6. |
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| 208 | 220 | | |
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| 209 | 221 | | 7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation.(c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c). |
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| 210 | 222 | | |
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| 211 | 223 | | 7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation.(c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c). |
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| 212 | 224 | | |
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| 213 | 225 | | 7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation.(c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c). |
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| 214 | 226 | | |
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| 215 | 227 | | |
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| 216 | 228 | | |
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| 217 | 229 | | 7122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. |
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| 218 | 230 | | |
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| 219 | 231 | | (b) The Secretary of State shall not file articles pursuant to this part setting forth a name that may create the impression that the purpose of the corporation is public, charitable, or religious or that it is a charitable foundation. |
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| 220 | 232 | | |
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| 221 | 233 | | (c) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 222 | 234 | | |
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| 223 | 235 | | (1) The name of any corporation. |
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| 224 | 236 | | |
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| 225 | 237 | | (2) The name of any foreign corporation authorized to transact intrastate business in this state. |
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| 226 | 238 | | |
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| 227 | 239 | | (3) Each name that is under reservation pursuant to this title. |
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| 228 | 240 | | |
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| 229 | 241 | | (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. |
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| 230 | 242 | | |
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| 231 | 243 | | (5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106. |
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| 232 | 244 | | |
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| 233 | 245 | | (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. |
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| 234 | 246 | | |
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| 235 | 247 | | (d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. |
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| 236 | 248 | | |
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| 237 | 249 | | (e) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (c), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c). |
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| 238 | 250 | | |
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| 239 | 251 | | SEC. 7. Section 9122 of the Corporations Code is amended to read:9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 240 | 252 | | |
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| 241 | 253 | | SEC. 7. Section 9122 of the Corporations Code is amended to read: |
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| 242 | 254 | | |
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| 243 | 255 | | ### SEC. 7. |
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| 244 | 256 | | |
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| 245 | 257 | | 9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 246 | 258 | | |
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| 247 | 259 | | 9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 248 | 260 | | |
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| 249 | 261 | | 9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 250 | 262 | | |
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| 251 | 263 | | |
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| 252 | 264 | | |
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| 253 | 265 | | 9122. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. |
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| 254 | 266 | | |
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| 255 | 267 | | (b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 256 | 268 | | |
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| 257 | 269 | | (1) The name of any corporation. |
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| 258 | 270 | | |
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| 259 | 271 | | (2) The name of any foreign corporation authorized to transact intrastate business in this state. |
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| 260 | 272 | | |
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| 261 | 273 | | (3) Each name that is under reservation pursuant to this title. |
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| 262 | 274 | | |
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| 263 | 275 | | (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. |
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| 264 | 276 | | |
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| 265 | 277 | | (5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106. |
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| 266 | 278 | | |
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| 267 | 279 | | (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. |
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| 268 | 280 | | |
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| 269 | 281 | | (c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. |
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| 270 | 282 | | |
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| 271 | 283 | | (d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 272 | 284 | | |
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| 273 | 285 | | SEC. 8. Section 10010 of the Corporations Code is amended to read:10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement. |
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| 274 | 286 | | |
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| 275 | 287 | | SEC. 8. Section 10010 of the Corporations Code is amended to read: |
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| 276 | 288 | | |
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| 277 | 289 | | ### SEC. 8. |
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| 278 | 290 | | |
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| 279 | 291 | | 10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement. |
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| 280 | 292 | | |
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| 281 | 293 | | 10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement. |
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| 282 | 294 | | |
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| 283 | 295 | | 10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement. |
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| 284 | 296 | | |
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| 285 | 297 | | |
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| 286 | 298 | | |
|---|
| 287 | 299 | | 10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole. |
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| 288 | 300 | | |
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| 289 | 301 | | The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation. |
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| 290 | 302 | | |
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| 291 | 303 | | The amendment shall include the Secretary of State entity number and be submitted to the Secretary of States office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement. |
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| 292 | 304 | | |
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| 293 | 305 | | SEC. 9. Section 10013 of the Corporations Code is amended to read:10013. The declaration of dissolution shall set forth all of the following:(a) The name and entity number of the corporation as they exist on the Secretary of States records.(b) The reason for its dissolution or winding up.(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation. |
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| 294 | 306 | | |
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| 295 | 307 | | SEC. 9. Section 10013 of the Corporations Code is amended to read: |
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| 296 | 308 | | |
|---|
| 297 | 309 | | ### SEC. 9. |
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| 298 | 310 | | |
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| 299 | 311 | | 10013. The declaration of dissolution shall set forth all of the following:(a) The name and entity number of the corporation as they exist on the Secretary of States records.(b) The reason for its dissolution or winding up.(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation. |
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| 300 | 312 | | |
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| 301 | 313 | | 10013. The declaration of dissolution shall set forth all of the following:(a) The name and entity number of the corporation as they exist on the Secretary of States records.(b) The reason for its dissolution or winding up.(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation. |
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| 302 | 314 | | |
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| 303 | 315 | | 10013. The declaration of dissolution shall set forth all of the following:(a) The name and entity number of the corporation as they exist on the Secretary of States records.(b) The reason for its dissolution or winding up.(c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole.(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation. |
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| 304 | 316 | | |
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| 305 | 317 | | |
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| 306 | 318 | | |
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| 307 | 319 | | 10013. The declaration of dissolution shall set forth all of the following: |
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| 308 | 320 | | |
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| 309 | 321 | | (a) The name and entity number of the corporation as they exist on the Secretary of States records. |
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| 310 | 322 | | |
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| 311 | 323 | | (b) The reason for its dissolution or winding up. |
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| 312 | 324 | | |
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| 313 | 325 | | (c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole. |
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| 314 | 326 | | |
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| 315 | 327 | | (d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation. |
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| 316 | 328 | | |
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| 317 | 329 | | SEC. 10. Section 12214 of the Corporations Code is amended to read:12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 318 | 330 | | |
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| 319 | 331 | | SEC. 10. Section 12214 of the Corporations Code is amended to read: |
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| 320 | 332 | | |
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| 321 | 333 | | ### SEC. 10. |
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| 322 | 334 | | |
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| 323 | 335 | | 12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 324 | 336 | | |
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| 325 | 337 | | 12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 326 | 338 | | |
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| 327 | 339 | | 12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases.(b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission.(c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified.(d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 328 | 340 | | |
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| 329 | 341 | | |
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| 330 | 342 | | |
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| 331 | 343 | | 12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date or unless in the judgment of the Secretary of State the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday or legal holiday, if the document is received in the Secretary of States office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of such fee does not exceed the limits established by the policy of the Secretary of State for extending credit in such cases. |
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| 332 | 344 | | |
|---|
| 333 | 345 | | (b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Section 12302), upon such written opinion in determining whether the instrument conforms to law. The date of filing in such case shall be the date the instrument is received on resubmission. |
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| 334 | 346 | | |
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| 335 | 347 | | (c) Any instrument filed with respect to a corporation (other than original articles) may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, such certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no such revocation certificate is filed, the instrument becomes effective on the date specified. |
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| 336 | 348 | | |
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| 337 | 349 | | (d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of States records. |
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| 338 | 350 | | |
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| 339 | 351 | | SEC. 11. Section 12302 of the Corporations Code is amended to read:12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 340 | 352 | | |
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| 341 | 353 | | SEC. 11. Section 12302 of the Corporations Code is amended to read: |
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| 342 | 354 | | |
|---|
| 343 | 355 | | ### SEC. 11. |
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| 344 | 356 | | |
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| 345 | 357 | | 12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 346 | 358 | | |
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| 347 | 359 | | 12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 348 | 360 | | |
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| 349 | 361 | | 12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto.(b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any corporation.(2) The name of any foreign corporation authorized to transact intrastate business in this state.(3) Each name that is under reservation pursuant to this title.(4) The name of a foreign corporation that has registered its name pursuant to Section 2101.(5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106.(6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.(c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 350 | 362 | | |
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| 351 | 363 | | |
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| 352 | 364 | | |
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| 353 | 365 | | 12302. (a) The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. |
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| 354 | 366 | | |
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| 355 | 367 | | (b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 356 | 368 | | |
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| 357 | 369 | | (1) The name of any corporation. |
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| 358 | 370 | | |
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| 359 | 371 | | (2) The name of any foreign corporation authorized to transact intrastate business in this state. |
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| 360 | 372 | | |
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| 361 | 373 | | (3) Each name that is under reservation pursuant to this title. |
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| 362 | 374 | | |
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| 363 | 375 | | (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. |
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| 364 | 376 | | |
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| 365 | 377 | | (5) A name that a foreign corporation has assumed under subdivision (b) of Section 2106. |
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| 366 | 378 | | |
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| 367 | 379 | | (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. |
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| 368 | 380 | | |
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| 369 | 381 | | (c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. |
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| 370 | 382 | | |
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| 371 | 383 | | (d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). |
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| 372 | 384 | | |
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| 373 | 385 | | SEC. 12. Section 13409 of the Corporations Code is amended to read:13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.(b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. |
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| 374 | 386 | | |
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| 375 | 387 | | SEC. 12. Section 13409 of the Corporations Code is amended to read: |
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| 376 | 388 | | |
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| 377 | 389 | | ### SEC. 12. |
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| 378 | 390 | | |
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| 379 | 391 | | 13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.(b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. |
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| 380 | 392 | | |
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| 381 | 393 | | 13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.(b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. |
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| 382 | 394 | | |
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| 383 | 395 | | 13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts.(b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. |
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| 384 | 396 | | |
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| 385 | 397 | | |
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| 386 | 398 | | |
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| 387 | 399 | | 13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. |
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| 388 | 400 | | |
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| 389 | 401 | | (b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. |
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| 390 | 402 | | |
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| 391 | 403 | | SEC. 13. Section 15901.08 of the Corporations Code is amended to read:15901.08. (a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name.(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP.(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.(2) each name reserved under Section 15901.09.(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.(g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp. |
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| 392 | 404 | | |
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| 393 | 405 | | SEC. 13. Section 15901.08 of the Corporations Code is amended to read: |
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| 394 | 406 | | |
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| 395 | 407 | | ### SEC. 13. |
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| 396 | 408 | | |
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| 397 | 409 | | 15901.08. (a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name.(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP.(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.(2) each name reserved under Section 15901.09.(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.(g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp. |
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| 398 | 410 | | |
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| 399 | 411 | | 15901.08. (a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name.(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP.(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.(2) each name reserved under Section 15901.09.(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.(g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp. |
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| 400 | 412 | | |
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| 401 | 413 | | 15901.08. (a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name.(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP.(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.(2) each name reserved under Section 15901.09.(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.(g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp. |
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| 402 | 414 | | |
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| 403 | 415 | | |
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| 404 | 416 | | |
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| 405 | 417 | | 15901.08. (a) The name of a limited partnership may contain the name of any partner. |
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| 406 | 418 | | |
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| 407 | 419 | | (b) The name of a limited partnership shall contain the phrase limited partnership or the abbreviation L.P. or LP at the end of its name. |
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| 408 | 420 | | |
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| 409 | 421 | | (c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and shall not contain the abbreviation L.P. or LP. |
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| 410 | 422 | | |
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| 411 | 423 | | (d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 412 | 424 | | |
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| 413 | 425 | | (1) the name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01. |
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| 414 | 426 | | |
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| 415 | 427 | | (2) each name reserved under Section 15901.09. |
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| 416 | 428 | | |
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| 417 | 429 | | (e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State. |
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| 418 | 430 | | |
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| 419 | 431 | | (f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration. |
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| 420 | 432 | | |
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| 421 | 433 | | (g) The name of a limited partnership may not contain the words bank, insurance, trust, trustee, incorporated, inc., corporation or corp. |
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| 422 | 434 | | |
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| 423 | 435 | | SEC. 14. Section 17701.08 of the Corporations Code is amended to read:17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co.(b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any limited liability company.(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.(3) Each name reserved under Section 17701.09.(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.(e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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| 424 | 436 | | |
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| 425 | 437 | | SEC. 14. Section 17701.08 of the Corporations Code is amended to read: |
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| 426 | 438 | | |
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| 427 | 439 | | ### SEC. 14. |
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| 428 | 440 | | |
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| 429 | 441 | | 17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co.(b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any limited liability company.(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.(3) Each name reserved under Section 17701.09.(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.(e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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| 430 | 442 | | |
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| 431 | 443 | | 17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co.(b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any limited liability company.(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.(3) Each name reserved under Section 17701.09.(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.(e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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| 432 | 444 | | |
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| 433 | 445 | | 17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co.(b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:(1) The name of any limited liability company.(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.(3) Each name reserved under Section 17701.09.(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.(e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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| 434 | 446 | | |
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| 435 | 447 | | |
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| 436 | 448 | | |
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| 437 | 449 | | 17701.08. (a) The name of a limited liability company shall contain the words limited liability company, or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co. |
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| 438 | 450 | | |
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| 439 | 451 | | (b) The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: |
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| 440 | 452 | | |
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| 441 | 453 | | (1) The name of any limited liability company. |
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| 442 | 454 | | |
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| 443 | 455 | | (2) The name of any foreign limited liability company authorized to transact intrastate business in this state. |
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| 444 | 456 | | |
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| 445 | 457 | | (3) Each name reserved under Section 17701.09. |
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| 446 | 458 | | |
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| 447 | 459 | | (c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. |
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| 448 | 460 | | |
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| 449 | 461 | | (d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration. |
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| 450 | 462 | | |
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| 451 | 463 | | (e) The name shall not include the words bank, trust, trustee, incorporated, inc., corporation, or corp. and shall not include the words insurer or insurance company or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. |
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