Form ARTS-GS Part 1 – Choosing a Corporate Name in California
When forming a Corporation in California, you must pick a name. If you are using Form ARTS-GS, which I recommend, it is entered in box 1.
Step 1: Pick a name
While you may already have a name under which you operate your business–a fictitious business name, for example–your current business name may require a few refinements to meet the Secretary of State’s criteria in order to be a corporate name.
How do you determine whether your corporation’s name is substantially similar?
Among other things, the Secretary of State requires that your name must not be “substantially similar” to an existing corporation’s name. It must also not “mislead the public.” The complete naming restrictions can be found here: http://bpd.cdn.sos.ca.gov/be/forms/name-guidelines-restrictions.pdf
To get a sense of how unique your name is, visit the Secretary of State’s website and search for each word in your name. For example, if you wanted to register Joe’s Plumbing Co., you should conduct a search not only for Joe’s Plumbing, but also Joe’s and Plumbing, as well as variants such as Plumber. Keep in mind that if you enter the search term “plumber,” the website will not return results for “plumbing,” so be creative with your search terms. For example, the SoS might determine that Joe’s Plumbing Inc. is too similar to an existing corporation named Joe the Plumber inc., and reject your name.
Corporate names that mislead the public
In addition to determining whether a name is deceptively similar to another corporation’s, the Secretary of State also looks at whether it will “mislead the public.” This includes names that may imply government affiliation where none exists, or give the false impression that the organization is an insurer. You may want to consult with an attorney to determine whether your name is subject to any of these issues.
Style requirements for corporation names
Your corporation’s name must include one of the following business entity identifiers, which indicate that it is a corporation:
- PC (for a professional corporation only)
- Professional Corporation (for a professional corporation only)
Depending on your industry, there may be other requirements; this is especially true if you are a licensed professional. You may want to consult with an attorney to find out whether they apply to you.
Should you reserve your corporation’s name?
The Secretary of State gives you the option to “reserve” your corporate name. I generally consider this to be unnecessary. The SoS’s response is “advisory” only, not a binding decision. The final decision on whether a corporation’s name meets all the criteria isn’t made until the ARTS-GS is filed, so reserving a name usually only adds extra time and costs to the process of forming a corporation. However, there are instances where a reservation is advisable.
Completing the ARTS-GS
Once you’ve selected a name, complete the rest of the Form ARTS-GS (see complete instructions here), and submit it to the Secretary of State.
Unfortunately, there’s no way to know whether your name will be accepted or rejected until the Secretary of State responds to your filing.
If you have questions about the naming requirements for your corporation, or would like help filing the Form ARTS-GS, please contact me.