AB 878: Business filings: fictitious business names.
- Session Year: 2023-2024
- House: Assembly
- Latest Version Date: 2023-06-29
Current Status:
Passed
(2023-06-29: Chaptered by Secretary of State - Chapter 20, Statutes of 2023.)
Introduced
In Committee
First Chamber
In Committee
Second Chamber
Enacted
Existing law requires a person who regularly transacts business in the state for profit under a fictitious business name to file a fictitious business name statement in accordance with prescribed requirements within 40 days of commencing to transact business. Under existing law, a fictitious business name statement expires 5 years from the date it was filed in the office of the county clerk or 40 days after any change in specified facts included on that statement, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire.
This bill would delete the above-specified exception.
Existing law requires a business that ceases to transact business in the state under a fictitious business name to file a statement of abandonment of the use of the fictitious business name. Existing law authorizes a registrant who is a general partner in a partnership that is or has been regularly transacting business under a fictitious business name, upon withdrawing as a general partner, to file a statement of withdrawal from the partnership operating under a fictitious business name. Existing law requires the registrant who files a fictitious business name statement, statement of abandonment, or statement of withdrawal to include specified information, including the registrants name and residence address.
This bill would require any registrant who files a fictitious business name statement, statement of abandonment, or statement of withdrawal to include a business mailing address instead of a residence address.
This bill would delete obsolete references and make other technical, nonsubstantive changes to these provisions.
Existing law requires a person who regularly transacts business in the state for profit under a fictitious business name to file a fictitious business name statement in accordance with prescribed requirements within 40 days of commencing to transact business. Under existing law, a fictitious business name statement expires 5 years from the date it was filed in the office of the county clerk or 40 days after any change in specified facts included on that statement, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire.
This bill would delete the above-specified exception.
Existing law requires a business that ceases to transact business in the state under a fictitious business name to file a statement of abandonment of the use of the fictitious business name. Existing law authorizes a registrant who is a general partner in a partnership that is or has been regularly transacting business under a fictitious business name, upon withdrawing as a general partner, to file a statement of withdrawal from the partnership operating under a fictitious business name. Existing law requires the registrant who files a fictitious business name statement, statement of abandonment, or statement of withdrawal to include specified information, including the registrants name and residence address.
This bill would require any registrant who files a fictitious business name statement, statement of abandonment, or statement of withdrawal to include a business mailing address instead of a residence address.
This bill would delete obsolete references and make other technical, nonsubstantive changes to these provisions.
Existing law requires a person who regularly transacts business in the state for profit under a fictitious business name to file a fictitious business name statement in accordance with prescribed requirements within 40 days of commencing to transact business. Under existing law, a fictitious business name statement expires 5 years from the date it was filed in the office of the county clerk or 40 days after any change in specified facts included on that statement, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire.
This bill would delete the above-specified exception.
Existing law requires a business that ceases to transact business in the state under a fictitious business name to file a statement of abandonment of the use of the fictitious business name. Existing law authorizes a registrant who is a general partner in a partnership that is or has been regularly transacting business under a fictitious business name, upon withdrawing as a general partner, to file a statement of withdrawal from the partnership operating under a fictitious business name. Existing law requires the registrant who files a fictitious business name statement, statement of abandonment, or statement of withdrawal to include specified information, including the registrants name and residence address.
This bill would require any registrant who files a fictitious business name statement, statement of abandonment, or statement of withdrawal to include a business mailing address instead of a residence address.
This bill would delete obsolete references and make other technical, nonsubstantive changes to these provisions.
(a)The fictitious business name statement shall contain all of the information required by this subdivision and shall be substantially in the following form:
FICTITIOUS BUSINESS NAME STATEMENT | |
The following person (persons) is (are) doing business as | |
* | |
at ** : | |
*** | |
This business is conducted by **** | |
The registrant commenced to transact business under the fictitious business name or names listed above on | |
***** | |
I declare that all information in this statement is true and correct. (A registrant who declares as true any material matter pursuant to Section 17913 of the Business and Professions Code that the registrant knows to be false is guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000).) | |
Registrant signature | |
Statement filed with the County Clerk of ____ County on | |
NOTICEIN ACCORDANCE WITH SUBDIVISION (a) OF SECTION 17920, A FICTITIOUS NAME STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON WHICH IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK, EXCEPT, AS PROVIDED IN SUBDIVISION (b) OF SECTION 17920, WHERE IT EXPIRES 40 DAYS AFTER ANY CHANGE IN THE FACTS SET FORTH IN THE STATEMENT PURSUANT TO SECTION 17913 OTHER THAN A CHANGE IN THE RESIDENCE ADDRESS OF A REGISTERED OWNER. A NEW FICTITIOUS BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION.
THE FILING OF THIS STATEMENT DOES NOT OF ITSELF AUTHORIZE THE USE IN THIS STATE OF A FICTITIOUS BUSINESS NAME IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER FEDERAL, STATE, OR COMMON LAW (SEE SECTION 14411 ET SEQ., BUSINESS AND PROFESSIONS CODE).
(b)The fictitious business name statement shall contain the following information set forth in the manner indicated in the form provided by subdivision (a):
(1)Where the asterisk (*) appears in the form, insert the fictitious business name or names. Only those businesses operated at the same address and under the same ownership may be listed on one fictitious business name statement.
(2)Where the two asterisks (**) appear in the form: If the registrant has a place of business in this state, insert the street address, and county, of the registrants principal place of business in this state. If the registrant has no place of business in this state, insert the street address, and county, of the registrants principal place of business outside this state.
(3)Where the three asterisks (***) appear in the form: If the registrant is an individual, insert the registrants full name and business mailing address if it differs from the business address. If the registrants are a married couple, insert the full name and business mailing address of both parties to the marriage if it differs from the business address. If the registrant is a general partnership, copartnership, joint venture, or limited liability partnership, insert the full name and business mailing address of each general partner if it differs from the business address. If the registrant is a limited partnership, insert the full name and business mailing address of each general partner. If the registrant is a limited liability company, insert the name and business mailing address of the limited liability company, as set out in its articles of organization on file with the California Secretary of State, and the state of organization. If the registrant is a trust, insert the full name and business mailing address of each trustee. If the registrant is a corporation, insert the name and address of the corporation, as set out in its articles of incorporation on file with the California Secretary of State, and the state of incorporation. If the registrants are state or local registered domestic partners, insert the full name and business mailing address of each domestic partner if it differs from the business address. If the registrant is an unincorporated association other than a partnership, insert the name of each person who is interested in the business of the association and whose liability with respect to the association is substantially the same as that of a general partner.
(4)Where the four asterisks (****) appear in the form, insert whichever of the following best describes the nature of the business: (i) an individual, (ii) a general partnership, (iii) a limited partnership, (iv) a limited liability company, (v) an unincorporated association other than a partnership, (vi) a corporation, (vii) a trust, (viii) copartners, (ix) a married couple, (x) joint venture, (xi) state or local registered domestic partners, or (xii) a limited liability partnership.
(5)Where the five asterisks (*****) appear in the form, insert the date on which the registrant first commenced to transact business under the fictitious business name or names listed, if already transacting business under that name or names. If the registrant has not yet commenced to transact business under the fictitious business name or names listed, insert the statement, Not applicable.
(c)The registrant shall declare that all of the information in the fictitious business name statement is true and correct. A registrant who declares as true any material matter pursuant to this section that the registrant knows to be false is guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000).
(d)(1)At the time of filing of the fictitious business name statement, the registrant filing on behalf of the registrant shall present personal identification in the form of a California drivers license or other government identification acceptable to the county clerk to adequately determine the identity of the registrant filing on behalf of the registrant as provided in subdivision (e) and the county clerk may require the registrant to complete and sign an affidavit of identity.
(2)In the case of a registrant utilizing an agent for submission of the registrants fictitious business name statement for filing, at the time of filing of the fictitious business name statement, the agent filing on behalf of the registrant shall present personal identification in the form of a California drivers license or other government identification acceptable to the county clerk to adequately determine the identity of the agent filing on behalf of the registrant as provided in subdivision (e). The county clerk may also require the agent to submit a notarized statement signed by the registrant declaring the registrant has authorized the agent to submit the filing on behalf of the registrant.
(e)If the registrant is a corporation, a limited liability company, a limited partnership, or a limited liability partnership, the county clerk may require documentary evidence issued by the California Secretary of State and deemed acceptable by the county clerk, indicating the current existence and good standing of that business entity to be attached to a completed and notarized affidavit of identity, for purposes of subdivision (d).
(f)(1)The county clerk may require a registrant that mails a fictitious business name statement to a county clerks office for filing to submit a completed and notarized affidavit of identity. A registrant that is a corporation, limited liability company, limited partnership, or limited liability partnership, if required by the county clerk to submit an affidavit of identity, shall also submit documentary evidence issued by the California Secretary of State indicating the current existence and good standing of that business entity.
(2)The county clerk may accept an electronic acknowledgment verifying the identity of the registrant using a remote identity proofing process ensuring the registrants identification. The identity proofing process shall follow, to the extent reasonable, the federal guidelines for security and privacy and shall include dynamic knowledge-based authentication or an identity proofing method consistent with, at least, level 3 identity assurance, as described in the electronic authentication guidelines of the National Institute of Standards and Technology.
(g)A county clerk that chooses to establish procedures pursuant to this section shall prescribe the form of affidavit of identity for filing by a registrant in that county.
SEC. 2.Section 17919 of the Business and Professions Code is amended to read:17919.(a)A fictitious business name statement may be executed, filed, and published by the trustee in bankruptcy at any time after bankruptcy where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the debtor or bankruptcy estate or the partnership of which the debtor or bankruptcy estate was a member.
(b)A fictitious business name statement may be executed, filed, and published by the conservator, executor, or administrator at any time after the appointment of a conservator for or death of any individual or partner where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due the conservatee or deceased person or the partnership of which they were a member.
(c)A fictitious business name statement may be executed, filed, and published by an assignee or purchaser of the business at any time after the assignment or sale where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the assignee or purchaser by reason of the assignment or sale.
(d)The fictitious business name statement referred to in this section shall be in substantially the same form as prescribed in Section 17913, except:
(1)The person or persons who were doing business under the fictitious business name shall be stated as such person or persons existed (i) immediately before the bankruptcy, conservatorship, or death or the assignment or sale of the business or (ii) at the time they ceased to do business under the fictitious business name, whichever is the earlier time.
(2)The statement shall include the following additional sentence: This statement has been executed pursuant to Section 17919 of the Business and Professions Code.
(3)The person executing the statement shall (i) sign the statement on behalf of the person or persons formerly doing business under the fictitious business name, (ii) state their full name and the street address of their place of business or, if they have none, of their business mailing address, and (iii) indicate whether they are a trustee in bankruptcy, conservator, executor, or administrator or assignee or purchaser of the business.
SEC. 3.Section 17920 of the Business and Professions Code is amended to read:17920.(a)Unless the statement expires earlier under subdivision (b) or (c), a fictitious business name statement expires five years from the date it was filed in the office of the county clerk.
(b)Except as provided in Section 17923, a fictitious business name statement expires 40 days after any change in the facts set forth in the statement pursuant to Section 17913.
(c)A fictitious business name statement expires when the registrant files a statement of abandonment of the fictitious business name described in the statement.
SEC. 4.Section 17922 of the Business and Professions Code is amended to read:17922.(a)Upon ceasing to transact business in this state under a fictitious business name that was filed in the previous five years, a registrant who has filed a fictitious business name statement shall file a statement of abandonment of use of fictitious business name. The statement of abandonment shall be executed in the same manner as a fictitious business name statement, excluding the requirements of subdivisions (d), (e), and (f) of Section 17913 and shall be filed with the county clerk of the county in which the registrant has filed the fictitious business name statement. The statement shall be published in the same manner as a fictitious business name statement and an affidavit showing its publication shall be filed with the county clerk after the completion of publication.
(b)The statement shall include:
(1)The name being abandoned and the street address of the principal place of business.
(2)The date on which the fictitious business name statement relating to the fictitious business name being abandoned was filed, the file number, and the county where filed.
(3)In the case of an individual, the full name and business mailing address of the individual.
(4)In the case of a married couple, the full name and business mailing address of both parties to the marriage.
(5)In the case of a general partnership, a limited partnership, copartners, a limited liability partnership, a joint venture, or an unincorporated association other than a partnership, the full names and business mailing addresses of all of the general partners.
(6)In the case of a corporation, the name and address of the corporation as set forth in its articles of incorporation on file with the California Secretary of State.
(7)In the case of a trust, the full name and business mailing address of each of the trustees.
(8)In the case of a limited liability company, the name and address of the limited liability company as set forth in its articles of organization on file with the California Secretary of State.
(9)In the case of state or local registered domestic partners, the full name and business mailing address of each domestic partner.
SEC. 5.Section 17923 of the Business and Professions Code is amended to read:17923.(a)Any registrant who is a general partner in a partnership that is or has been regularly transacting business under a fictitious business name may, upon withdrawing as a general partner, file a statement of withdrawal from the partnership operating under a fictitious business name. The statement of withdrawal shall be executed by the registrant filing the statement in the same manner as a fictitious business name statement, excluding the requirements of subdivisions (d), (e), and (f) of Section 17913, and shall be filed with the county clerk of the county where the partnership filed its fictitious business name statement.
(b)The statement shall include:
(1)The fictitious business name of the partnership.
(2)The date on which the fictitious business name statement for the partnership was filed, the file number, and the county where filed.
(3)The street address of its principal place of business in this state or, if it has no place of business in this state, the street address of its principal place of business outside this state, if any.
(4)The full names and business mailing addresses of the registrant or registrants withdrawing as partners.
(c)The statement of withdrawal from the partnership operating under a fictitious business name shall be published in the same manner as the fictitious business name statement and an affidavit showing the publication of the statement shall be filed with the county clerk after the completion of the publication.
(d)The withdrawal of a general partner does not cause a fictitious business name statement to expire if the withdrawing partner files a statement of withdrawal meeting the requirements of this section.
(a)The fictitious business name statement shall contain all of the information required by this subdivision and shall be substantially in the following form:
FICTITIOUS BUSINESS NAME STATEMENT | |
The following person (persons) is (are) doing business as | |
* | |
at ** : | |
*** | |
This business is conducted by **** | |
The registrant commenced to transact business under the fictitious business name or names listed above on | |
***** | |
I declare that all information in this statement is true and correct. (A registrant who declares as true any material matter pursuant to Section 17913 of the Business and Professions Code that the registrant knows to be false is guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000).) | |
Registrant signature | |
Statement filed with the County Clerk of ____ County on | |
NOTICEIN ACCORDANCE WITH SUBDIVISION (a) OF SECTION 17920, A FICTITIOUS NAME STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON WHICH IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK, EXCEPT, AS PROVIDED IN SUBDIVISION (b) OF SECTION 17920, WHERE IT EXPIRES 40 DAYS AFTER ANY CHANGE IN THE FACTS SET FORTH IN THE STATEMENT PURSUANT TO SECTION 17913 OTHER THAN A CHANGE IN THE RESIDENCE ADDRESS OF A REGISTERED OWNER. A NEW FICTITIOUS BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION.
THE FILING OF THIS STATEMENT DOES NOT OF ITSELF AUTHORIZE THE USE IN THIS STATE OF A FICTITIOUS BUSINESS NAME IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER FEDERAL, STATE, OR COMMON LAW (SEE SECTION 14411 ET SEQ., BUSINESS AND PROFESSIONS CODE).
(b)The fictitious business name statement shall contain the following information set forth in the manner indicated in the form provided by subdivision (a):
(1)Where the asterisk (*) appears in the form, insert the fictitious business name or names. Only those businesses operated at the same address and under the same ownership may be listed on one fictitious business name statement.
(2)Where the two asterisks (**) appear in the form: If the registrant has a place of business in this state, insert the street address, and county, of the registrants principal place of business in this state. If the registrant has no place of business in this state, insert the street address, and county, of the registrants principal place of business outside this state.
(3)Where the three asterisks (***) appear in the form: If the registrant is an individual, insert the registrants full name and business mailing address if it differs from the business address. If the registrants are a married couple, insert the full name and business mailing address of both parties to the marriage if it differs from the business address. If the registrant is a general partnership, copartnership, joint venture, or limited liability partnership, insert the full name and business mailing address of each general partner if it differs from the business address. If the registrant is a limited partnership, insert the full name and business mailing address of each general partner. If the registrant is a limited liability company, insert the name and business mailing address of the limited liability company, as set out in its articles of organization on file with the California Secretary of State, and the state of organization. If the registrant is a trust, insert the full name and business mailing address of each trustee. If the registrant is a corporation, insert the name and address of the corporation, as set out in its articles of incorporation on file with the California Secretary of State, and the state of incorporation. If the registrants are state or local registered domestic partners, insert the full name and business mailing address of each domestic partner if it differs from the business address. If the registrant is an unincorporated association other than a partnership, insert the name of each person who is interested in the business of the association and whose liability with respect to the association is substantially the same as that of a general partner.
(4)Where the four asterisks (****) appear in the form, insert whichever of the following best describes the nature of the business: (i) an individual, (ii) a general partnership, (iii) a limited partnership, (iv) a limited liability company, (v) an unincorporated association other than a partnership, (vi) a corporation, (vii) a trust, (viii) copartners, (ix) a married couple, (x) joint venture, (xi) state or local registered domestic partners, or (xii) a limited liability partnership.
(5)Where the five asterisks (*****) appear in the form, insert the date on which the registrant first commenced to transact business under the fictitious business name or names listed, if already transacting business under that name or names. If the registrant has not yet commenced to transact business under the fictitious business name or names listed, insert the statement, Not applicable.
(c)The registrant shall declare that all of the information in the fictitious business name statement is true and correct. A registrant who declares as true any material matter pursuant to this section that the registrant knows to be false is guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000).
(d)(1)At the time of filing of the fictitious business name statement, the registrant filing on behalf of the registrant shall present personal identification in the form of a California drivers license or other government identification acceptable to the county clerk to adequately determine the identity of the registrant filing on behalf of the registrant as provided in subdivision (e) and the county clerk may require the registrant to complete and sign an affidavit of identity.
(2)In the case of a registrant utilizing an agent for submission of the registrants fictitious business name statement for filing, at the time of filing of the fictitious business name statement, the agent filing on behalf of the registrant shall present personal identification in the form of a California drivers license or other government identification acceptable to the county clerk to adequately determine the identity of the agent filing on behalf of the registrant as provided in subdivision (e). The county clerk may also require the agent to submit a notarized statement signed by the registrant declaring the registrant has authorized the agent to submit the filing on behalf of the registrant.
(e)If the registrant is a corporation, a limited liability company, a limited partnership, or a limited liability partnership, the county clerk may require documentary evidence issued by the California Secretary of State and deemed acceptable by the county clerk, indicating the current existence and good standing of that business entity to be attached to a completed and notarized affidavit of identity, for purposes of subdivision (d).
(f)(1)The county clerk may require a registrant that mails a fictitious business name statement to a county clerks office for filing to submit a completed and notarized affidavit of identity. A registrant that is a corporation, limited liability company, limited partnership, or limited liability partnership, if required by the county clerk to submit an affidavit of identity, shall also submit documentary evidence issued by the California Secretary of State indicating the current existence and good standing of that business entity.
(2)The county clerk may accept an electronic acknowledgment verifying the identity of the registrant using a remote identity proofing process ensuring the registrants identification. The identity proofing process shall follow, to the extent reasonable, the federal guidelines for security and privacy and shall include dynamic knowledge-based authentication or an identity proofing method consistent with, at least, level 3 identity assurance, as described in the electronic authentication guidelines of the National Institute of Standards and Technology.
(g)A county clerk that chooses to establish procedures pursuant to this section shall prescribe the form of affidavit of identity for filing by a registrant in that county.
SEC. 2.Section 17919 of the Business and Professions Code is amended to read:17919.(a)A fictitious business name statement may be executed, filed, and published by the trustee in bankruptcy at any time after bankruptcy where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the debtor or bankruptcy estate or the partnership of which the debtor or bankruptcy estate was a member.
(b)A fictitious business name statement may be executed, filed, and published by the conservator, executor, or administrator at any time after the appointment of a conservator for or death of any individual or partner where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due the conservatee or deceased person or the partnership of which they were a member.
(c)A fictitious business name statement may be executed, filed, and published by an assignee or purchaser of the business at any time after the assignment or sale where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the assignee or purchaser by reason of the assignment or sale.
(d)The fictitious business name statement referred to in this section shall be in substantially the same form as prescribed in Section 17913, except:
(1)The person or persons who were doing business under the fictitious business name shall be stated as such person or persons existed (i) immediately before the bankruptcy, conservatorship, or death or the assignment or sale of the business or (ii) at the time they ceased to do business under the fictitious business name, whichever is the earlier time.
(2)The statement shall include the following additional sentence: This statement has been executed pursuant to Section 17919 of the Business and Professions Code.
(3)The person executing the statement shall (i) sign the statement on behalf of the person or persons formerly doing business under the fictitious business name, (ii) state their full name and the street address of their place of business or, if they have none, of their business mailing address, and (iii) indicate whether they are a trustee in bankruptcy, conservator, executor, or administrator or assignee or purchaser of the business.
SEC. 3.Section 17920 of the Business and Professions Code is amended to read:17920.(a)Unless the statement expires earlier under subdivision (b) or (c), a fictitious business name statement expires five years from the date it was filed in the office of the county clerk.
(b)Except as provided in Section 17923, a fictitious business name statement expires 40 days after any change in the facts set forth in the statement pursuant to Section 17913.
(c)A fictitious business name statement expires when the registrant files a statement of abandonment of the fictitious business name described in the statement.
SEC. 4.Section 17922 of the Business and Professions Code is amended to read:17922.(a)Upon ceasing to transact business in this state under a fictitious business name that was filed in the previous five years, a registrant who has filed a fictitious business name statement shall file a statement of abandonment of use of fictitious business name. The statement of abandonment shall be executed in the same manner as a fictitious business name statement, excluding the requirements of subdivisions (d), (e), and (f) of Section 17913 and shall be filed with the county clerk of the county in which the registrant has filed the fictitious business name statement. The statement shall be published in the same manner as a fictitious business name statement and an affidavit showing its publication shall be filed with the county clerk after the completion of publication.
(b)The statement shall include:
(1)The name being abandoned and the street address of the principal place of business.
(2)The date on which the fictitious business name statement relating to the fictitious business name being abandoned was filed, the file number, and the county where filed.
(3)In the case of an individual, the full name and business mailing address of the individual.
(4)In the case of a married couple, the full name and business mailing address of both parties to the marriage.
(5)In the case of a general partnership, a limited partnership, copartners, a limited liability partnership, a joint venture, or an unincorporated association other than a partnership, the full names and business mailing addresses of all of the general partners.
(6)In the case of a corporation, the name and address of the corporation as set forth in its articles of incorporation on file with the California Secretary of State.
(7)In the case of a trust, the full name and business mailing address of each of the trustees.
(8)In the case of a limited liability company, the name and address of the limited liability company as set forth in its articles of organization on file with the California Secretary of State.
(9)In the case of state or local registered domestic partners, the full name and business mailing address of each domestic partner.
SEC. 5.Section 17923 of the Business and Professions Code is amended to read:17923.(a)Any registrant who is a general partner in a partnership that is or has been regularly transacting business under a fictitious business name may, upon withdrawing as a general partner, file a statement of withdrawal from the partnership operating under a fictitious business name. The statement of withdrawal shall be executed by the registrant filing the statement in the same manner as a fictitious business name statement, excluding the requirements of subdivisions (d), (e), and (f) of Section 17913, and shall be filed with the county clerk of the county where the partnership filed its fictitious business name statement.
(b)The statement shall include:
(1)The fictitious business name of the partnership.
(2)The date on which the fictitious business name statement for the partnership was filed, the file number, and the county where filed.
(3)The street address of its principal place of business in this state or, if it has no place of business in this state, the street address of its principal place of business outside this state, if any.
(4)The full names and business mailing addresses of the registrant or registrants withdrawing as partners.
(c)The statement of withdrawal from the partnership operating under a fictitious business name shall be published in the same manner as the fictitious business name statement and an affidavit showing the publication of the statement shall be filed with the county clerk after the completion of the publication.
(d)The withdrawal of a general partner does not cause a fictitious business name statement to expire if the withdrawing partner files a statement of withdrawal meeting the requirements of this section.
(a)The fictitious business name statement shall contain all of the information required by this subdivision and shall be substantially in the following form:
FICTITIOUS BUSINESS NAME STATEMENT | |
The following person (persons) is (are) doing business as | |
* | |
at ** : | |
*** | |
This business is conducted by **** | |
The registrant commenced to transact business under the fictitious business name or names listed above on | |
***** | |
I declare that all information in this statement is true and correct. (A registrant who declares as true any material matter pursuant to Section 17913 of the Business and Professions Code that the registrant knows to be false is guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000).) | |
Registrant signature | |
Statement filed with the County Clerk of ____ County on | |
NOTICEIN ACCORDANCE WITH SUBDIVISION (a) OF SECTION 17920, A FICTITIOUS NAME STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON WHICH IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK, EXCEPT, AS PROVIDED IN SUBDIVISION (b) OF SECTION 17920, WHERE IT EXPIRES 40 DAYS AFTER ANY CHANGE IN THE FACTS SET FORTH IN THE STATEMENT PURSUANT TO SECTION 17913 OTHER THAN A CHANGE IN THE RESIDENCE ADDRESS OF A REGISTERED OWNER. A NEW FICTITIOUS BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION.
THE FILING OF THIS STATEMENT DOES NOT OF ITSELF AUTHORIZE THE USE IN THIS STATE OF A FICTITIOUS BUSINESS NAME IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER FEDERAL, STATE, OR COMMON LAW (SEE SECTION 14411 ET SEQ., BUSINESS AND PROFESSIONS CODE).
(b)The fictitious business name statement shall contain the following information set forth in the manner indicated in the form provided by subdivision (a):
(1)Where the asterisk (*) appears in the form, insert the fictitious business name or names. Only those businesses operated at the same address and under the same ownership may be listed on one fictitious business name statement.
(2)Where the two asterisks (**) appear in the form: If the registrant has a place of business in this state, insert the street address, and county, of the registrants principal place of business in this state. If the registrant has no place of business in this state, insert the street address, and county, of the registrants principal place of business outside this state.
(3)Where the three asterisks (***) appear in the form: If the registrant is an individual, insert the registrants full name and residence address. business mailing address if it differs from the business address. If the registrants are a married couple, insert the full name and residence business mailing address of both parties to the marriage. marriage if it differs from the business address. If the registrant is a general partnership, copartnership, joint venture, or limited liability partnership, insert the full name and residence business mailing address of each general partner. partner if it differs from the business address. If the registrant is a limited partnership, insert the full name and residence business mailing address of each general partner. If the registrant is a limited liability company, insert the name and business mailing address of the limited liability company, as set out in its articles of organization on file with the California Secretary of State, and the state of organization. If the registrant is a trust, insert the full name and residence business mailing address of each trustee. If the registrant is a corporation, insert the name and address of the corporation, as set out in its articles of incorporation on file with the California Secretary of State, and the state of incorporation. If the registrants are state or local registered domestic partners, insert the full name and residence business mailing address of each domestic partner. partner if it differs from the business address. If the registrant is an unincorporated association other than a partnership, insert the name of each person who is interested in the business of the association and whose liability with respect to the association is substantially the same as that of a general partner.
(4)Where the four asterisks (****) appear in the form, insert whichever of the following best describes the nature of the business: (i) an individual, (ii) a general partnership, (iii) a limited partnership, (iv) a limited liability company, (v) an unincorporated association other than a partnership, (vi) a corporation, (vii) a trust, (viii) copartners, (ix) a married couple, (x) joint venture, (xi) state or local registered domestic partners, or (xii) a limited liability partnership.
(5)Where the five asterisks (*****) appear in the form, insert the date on which the registrant first commenced to transact business under the fictitious business name or names listed, if already transacting business under that name or names. If the registrant has not yet commenced to transact business under the fictitious business name or names listed, insert the statement, Not applicable.
(c)The registrant shall declare that all of the information in the fictitious business name statement is true and correct. A registrant who declares as true any material matter pursuant to this section that the registrant knows to be false is guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000).
(d)(1)At the time of filing of the fictitious business name statement, the registrant filing on behalf of the registrant shall present personal identification in the form of a California drivers license or other government identification acceptable to the county clerk to adequately determine the identity of the registrant filing on behalf of the registrant as provided in subdivision (e) and the county clerk may require the registrant to complete and sign an affidavit of identity.
(2)In the case of a registrant utilizing an agent for submission of the registrants fictitious business name statement for filing, at the time of filing of the fictitious business name statement, the agent filing on behalf of the registrant shall present personal identification in the form of a California drivers license or other government identification acceptable to the county clerk to adequately determine the identity of the agent filing on behalf of the registrant as provided in subdivision (e). The county clerk may also require the agent to submit a notarized statement signed by the registrant declaring the registrant has authorized the agent to submit the filing on behalf of the registrant.
(e)If the registrant is a corporation, a limited liability company, a limited partnership, or a limited liability partnership, the county clerk may require documentary evidence issued by the California Secretary of State and deemed acceptable by the county clerk, indicating the current existence and good standing of that business entity to be attached to a completed and notarized affidavit of identity, for purposes of subdivision (d).
(f)(1)The county clerk may require a registrant that mails a fictitious business name statement to a county clerks office for filing to submit a completed and notarized affidavit of identity. A registrant that is a corporation, limited liability company, limited partnership, or limited liability partnership, if required by the county clerk to submit an affidavit of identity, shall also submit documentary evidence issued by the California Secretary of State indicating the current existence and good standing of that business entity.
(2)The county clerk may accept an electronic acknowledgment verifying the identity of the registrant using a remote identity proofing process ensuring the registrants identification. The identity proofing process shall follow, to the extent reasonable, the federal guidelines for security and privacy and shall include dynamic knowledge-based authentication or an identity proofing method consistent with, at least, level 3 identity assurance, as described in the electronic authentication guidelines of the National Institute of Standards and Technology.
(g)A county clerk that chooses to establish procedures pursuant to this section shall prescribe the form of affidavit of identity for filing by a registrant in that county.
SEC. 2.Section 17919 of the Business and Professions Code is amended to read:17919.(a)A fictitious business name statement may be executed, filed, and published by the trustee in bankruptcy at any time after bankruptcy where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the debtor or bankruptcy estate or the partnership of which the debtor or bankruptcy estate was a member.
(b)A fictitious business name statement may be executed, filed, and published by the conservator, executor, or administrator at any time after the appointment of a conservator for or death of any individual or partner where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due the conservatee or deceased person or the partnership of which he or she was they were a member.
(c)A fictitious business name statement may be executed, filed, and published by an assignee or purchaser of the business at any time after the assignment or sale where a failure to comply with the provisions of this chapter would otherwise preclude the maintenance of an action to recover any sums due to the assignee or purchaser by reason of the assignment or sale.
(d)The fictitious business name statement referred to in this section shall be in substantially the same form as prescribed in Section 17913, except:
(1)The person or persons who were doing business under the fictitious business name shall be stated as such person or persons existed (i) immediately prior to before the bankruptcy, conservatorship, or death or the assignment or sale of the business or (ii) at the time they ceased to do business under the fictitious business name, whichever is the earlier time.
(2)The statement shall include the following additional sentence: This statement has been executed pursuant to Section 17919 of the Business and Professions Code.
(3)The person executing the statement shall (i) sign the statement on behalf of the person or persons formerly doing business under the fictitious business name, (ii) state his or her their full name and the street address of his or her their place of business or, if he or she has they have none, of his or her residence, their business mailing address, and (iii) indicate whether he or she is they are a trustee in bankruptcy, conservator, executor, or administrator or assignee or purchaser of the business.
SEC. 3.Section 17920 of the Business and Professions Code is amended to read:17920.(a)Unless the statement expires earlier under subdivision (b) or (c), a fictitious business name statement expires five years from the date it was filed in the office of the county clerk.
(b)Except as provided in Section 17923, a fictitious business name statement expires 40 days after any change in the facts set forth in the statement pursuant to Section 17913, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire. Section 17913.
(c)A fictitious business name statement expires when the registrant files a statement of abandonment of the fictitious business name described in the statement.
SEC. 4.Section 17922 of the Business and Professions Code is amended to read:17922.(a)Upon ceasing to transact business in this state under a fictitious business name that was filed in the previous five years, a registrant who has filed a fictitious business name statement shall file a statement of abandonment of use of fictitious business name. The statement of abandonment shall be executed in the same manner as a fictitious business name statement, excluding the requirements of subdivisions (d), (e), and (f) of Section 17913 and shall be filed with the county clerk of the county in which the registrant has filed the fictitious business name statement. The statement shall be published in the same manner as a fictitious business name statement and an affidavit showing its publication shall be filed with the county clerk after the completion of publication.
(b)The statement shall include:
(1)The name being abandoned and the street address of the principal place of business.
(2)The date on which the fictitious business name statement relating to the fictitious business name being abandoned was filed, the file number, and the county where filed.
(3)In the case of an individual, the full name and residence business mailing address of the individual.
(4)In the case of a married couple, the full name and residence business mailing address of both parties to the marriage.
(5)In the case of a general partnership, a limited partnership, copartners, a limited liability partnership, a joint venture, or an unincorporated association other than a partnership, the full names and residence business mailing addresses of all of the general partners.
(6)In the case of a corporation, the name and address of the corporation as set forth in its articles of incorporation on file with the California Secretary of State.
(7)In the case of a trust, the full name and residence business mailing address of each of the trustees.
(8)In the case of a limited liability company, the name and address of the limited liability company as set forth in its articles of organization on file with the California Secretary of State.
(9)In the case of state or local registered domestic partners, the full name and residence business mailing address of each domestic partner.
(c)This section shall become operative on January 1, 2014.SEC. 5.Section 17923 of the Business and Professions Code is amended to read:17923.(a)Any registrant who is a general partner in a partnership that is or has been regularly transacting business under a fictitious business name may, upon withdrawing as a general partner, file a statement of withdrawal from the partnership operating under a fictitious business name. The statement of withdrawal shall be executed by the registrant filing the statement in the same manner as a fictitious business name statement, excluding the requirements of subdivisions (d), (e), and (f) of Section 17913, and shall be filed with the county clerk of the county where the partnership filed its fictitious business name statement.
(b)The statement shall include:
(1)The fictitious business name of the partnership.
(2)The date on which the fictitious business name statement for the partnership was filed, the file number, and the county where filed.
(3)The street address of its principal place of business in this state or, if it has no place of business in this state, the street address of its principal place of business outside this state, if any.
(4)The full names and residence business mailing addresses of the registrant or registrants withdrawing as partners.
(c)The statement of withdrawal from the partnership operating under a fictitious business name shall be published in the same manner as the fictitious business name statement and an affidavit showing the publication of the statement shall be filed with the county clerk after the completion of the publication.
(d)The withdrawal of a general partner does not cause a fictitious business name statement to expire if the withdrawing partner files a statement of withdrawal meeting the requirements of this section.
(e)This section shall become operative on January 1, 2014.|
Date
|
Status
|
|---|---|
| Jun 29, 2023 | Chaptered by Secretary of State - Chapter 20, Statutes of 2023. |
| Jun 29, 2023 | Approved by the Governor. |
| Jun 19, 2023 | Enrolled and presented to the Governor at 1:30 p.m. |
| Jun 8, 2023 | In Assembly. Ordered to Engrossing and Enrolling. |
| Jun 8, 2023 | Read third time. Passed. Ordered to the Assembly. (Ayes 39. Noes 0. Page 1490.). |
| Jun 6, 2023 | Read second time. Ordered to Consent Calendar. |
| Jun 5, 2023 | From committee: Do pass. To Consent Calendar. (Ayes 13. Noes 0.) (June 5). |
| May 3, 2023 | Referred to Com. on B., P. & E. D. |
| Apr 10, 2023 | In Senate. Read first time. To Com. on RLS. for assignment. |
| Apr 10, 2023 | Read third time. Passed. Ordered to the Senate. (Ayes 65. Noes 0. Page 1079.) |
| Mar 29, 2023 | Read second time. Ordered to Consent Calendar. |
| Mar 28, 2023 | From committee: Do pass. To Consent Calendar. (Ayes 18. Noes 0.) (March 28). |
| Feb 23, 2023 | Referred to Com. on B. & P. |
| Feb 15, 2023 | From printer. May be heard in committee March 17. |
| Feb 14, 2023 | Read first time. To print. |
|
Date
|
Description
|
Location
|
Votes
|
|
|---|---|---|---|---|
| Jun 8, 2023 | Consent Calendar AB878 Pellerin | Senate Floor |
Passed |
|
| Jun 5, 2023 | Do pass and be ordered to the Consent Calendar | Senate Standing Committee on Business, Professions and Economic Development |
Passed |
|
| Apr 10, 2023 | AB 878 Pellerin Consent Calendar Second Day Regular Session | Assembly Floor |
Passed |
|
| Mar 28, 2023 | Do pass. To Consent Calendar. | Assembly Standing Committee on Business and Professions |
Passed |
This list shows positions taken on this bill by organizations on the date displayed, which is linked to the original source.
Positions by individuals are not included.
|
Organization
|
Position
|
Date
|
|---|---|---|
| California Association Of Clerks & Elections Officials | ** Support | |
| Fresno Metro Black Chamber of Commerce | ** Support |
SENATE RULES COMMITTEE Office of Senate Floor Analyses (916) 651-1520 Fax: (916) 327-4478 | AB 878 |
CONSENT
Bill No: AB 878
Author: Pellerin (D)
Introduced: 2/14/23
Vote: 21
SENATE BUS., PROF. & ECON. DEV. COMMITTEE: 13-0, 6/5/23
AYES: Roth, Nguyen, Alvarado-Gil, Archuleta, Ashby, Becker, Dodd, Eggman, Glazer, Niello, Smallwood-Cuevas, Wahab, Wilk
ASSEMBLY FLOOR: 65-0, 4/10/23 (Consent) - See last page for vote
SUBJECT: Business filings: fictitious business names
SOURCE: California Association of Clerks & Elections Officials
DIGEST:
This bill makes various updates to requirements for Fictitious Business Name (FBN) statement filings.
ANALYSIS:
Existing law:
- Provides for the regulation of individuals or partnerships doing business under FBNs. (Business and Professions Code (BPC) §§ 17900-17930)
- Defines “fictitious business name” as the name of a business organization that does not include, depending on the type of business organization, the name of the owners, partners, corporation, limited partnership, or limited liability company.
(BPC § 17900) - Defines “registrant” as a person or entity who is filing or has filed an FBN statement, and who is the legal owner of the business. (BPC § 17903)
- Requires a person that regularly transacts business in this state under an FBN to file an FBN statement. (BPC § 17910)
- Requires FBN statements to be filed with the clerk of the county in the principal place of business or, if the place of business is not in this state, with the Clerk of Sacramento County. (BPC § 17915)
- Requires a person who regularly transacts business in the state for profit under an FBN to file an FBN statement in accordance with prescribed requirements within 40 days of commencing to transact business. (Business and Professions Code (BPC) § 17913)
- Requires an FBN statement expires 5 years from the date it was filed in the office of the county clerk or 40 days after any change in specified facts included on that statement, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire. (BPC § 17913)
This bill:
- Replaces a requirement for an FBN registrant to list a residence address with a requirement that they list a business mailing address.
- Removes the exception of a change in residence address from the requirement that an FBN statement expires 40 days after any change in the facts set forth in the FBN statement.
- Deletes other obsolete references and make other technical, nonsubstantive changes to FBN filing provisions.
Background
In California, a business entity must file an FBN statement, when the business does not include the owner’s last name, with the Registrar-Recorder/County Clerk’s Office in business’s county. The process of registering an FBN is known as registering a “Doing Business As” (DBA) or “Trade Name.” By registering an FBN, this allows the name the business uses in commerce and the identity of the person doing business to be available to the public.
According to the California Franchise Tax Board, registration is required in cases such as the following: when a sole proprietorship does business under a name that does not include the owner’s last name; a partnership or association uses a name that does not include the surname of each general partner or name suggesting additional owners such as “Company,” “& Company,” “Associates,” “& Daughters,” etc.; an limited partnership, corporation, or limited liability company doing business under a name not recorded in the Articles of Incorporation or Articles of Organization filed with the California Secretary of State.
In California, a business that does not operate under its registered name or that currently transacts business in the state for profit requires an FBN at the county level to be filed within 40 days of commencing to transact business. Current law specifies that a FBN statement expires 5 years from the date it was filed in the office of the county clerk, or 40 days after any change in specified facts included on that statement, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire.
FISCAL EFFECT: Appropriation: No Fiscal Com.: No Local: No
SUPPORT: (Verified 6/6/23)
California Association of Clerks & Elections Officials (source)
Fresno Metro Black Chamber of Commerce
OPPOSITION: (Verified 6/6/23)
None received
ARGUMENTS IN SUPPORT: The California Association of Clerks and Elections Officials write in sponsorship and support: “AB 878 removes the registrant’s home residence address as a required field for filing and publishing a Fictitious Business Name (FBN) Statement, and instead requires a mailing address for the business if it differs from the business address. Removing the owner’s home address allows for the County Clerk to remain compliant with PII requirements and eliminates this personal information from public records that may cause concern for safety of the registrants. As a result, AB 878 will provide more privacy and security to the public regarding home addresses and searchability.”
Fresno Metro Black Chamber of Commerce writes in support: “A person who regularly transacts business in the state for profit under a fictitious business name is required to file a fictitious business name statement through the Office of the County Clerk to give public notice and provide transparency as to who the consumer is doing business with. Currently, the FBN Statement and publication must contain several important pieces of information including the business address, the names of any owners, and the business owners’ home address. This requirement presents a problem relating to Personal Identifiable Information (PII) requirements that suggest home addresses should not be made a part of public records by appearing on any public-facing Internet Web site, Web application, or digital application, including a social network or publication.
AB 878 removes the registrant’s home residence address as a required field for filing and publishing a Fictitious Business Name (FBN) Statement, and instead requires a mailing address for the business if it differs from the business address. Removing the owner’s home address allows for the County Clerk to remain compliant with PII requirements and eliminates this personal information from public records that may cause concern for safety of the registrants.”
ASSEMBLY FLOOR: 65-0, 4/10/23
AYES: Addis, Aguiar-Curry, Alanis, Alvarez, Arambula, Bains, Bennett, Berman, Boerner Horvath, Bonta, Calderon, Juan Carrillo, Wendy Carrillo, Cervantes, Connolly, Megan Dahle, Flora, Mike Fong, Vince Fong, Friedman, Gabriel, Gallagher, Garcia, Gipson, Grayson, Haney, Hart, Holden, Hoover, Jackson, Jones-Sawyer, Kalra, Lackey, Lee, Low, Lowenthal, Maienschein, McCarty, Muratsuchi, Stephanie Nguyen, Ortega, Pacheco, Papan, Joe Patterson, Pellerin, Ramos, Reyes, Luz Rivas, Robert Rivas, Rodriguez, Blanca Rubio, Santiago, Schiavo, Soria, Ta, Ting, Villapudua, Waldron, Wallis, Ward, Weber, Wicks, Wood, Zbur, Rendon
NO VOTE RECORDED: Bauer-Kahan, Bryan, Chen, Davies, Dixon, Essayli, Irwin, Mathis, McKinnor, Jim Patterson, Petrie-Norris, Quirk-Silva, Sanchez, Valencia, Wilson
Prepared by: Dana Shaker / B., P. & E.D. /
6/7/23 15:04:34
**** END ****
SENATE COMMITTEE ON
BUSINESS, PROFESSIONS AND ECONOMIC DEVELOPMENT
Senator Richard Roth, Chair
2023 - 2024 Regular
Bill No: AB 878 Hearing Date: June 5, 2023
Author: | Pellerin | ||
Version: |
| ||
Urgency: | Fiscal: | ||
Consultant: | |||
Subject: Business filings: fictitious business names
SUMMARY:
- Makes various updates to requirements for Fictitious Business Name
(FBN) statement filings.
Existing law:
- Provides for the regulation of individuals or partnerships doing business under FBNs. (Business and Professions Code (BPC) §§ 17900-17930)
- Defines “fictitious business name” as the name of a business organization that does not include, depending on the type of business organization, the name of the owners, partners, corporation, limited partnership, or limited liability company.
(BPC § 17900) - Defines “registrant” as a person or entity who is filing or has filed an FBN statement, and who is the legal owner of the business. (BPC § 17903)
- Requires a person that regularly transacts business in this state under an FBN to file an FBN statement. (BPC § 17910)
- Requires FBN statements to be filed with the clerk of the county in the principal place of business or, if the place of business is not in this state, with the Clerk of Sacramento County. (BPC § 17915)
- Requires a person who regularly transacts business in the state for profit under an FBN to file an FBN statement in accordance with prescribed requirements within 40 days of commencing to transact business. (Business and Professions Code (BPC) § 17913)
- Requires an FBN statement expires 5 years from the date it was filed in the office of the county clerk or 40 days after any change in specified facts included on that statement, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire. (BPC § 17913)
This bill:
- Replaces a requirement for an FBN registrant to list a residence address with a requirement that they list a business mailing address.
- Removes the exception of a change in residence address from the requirement that an FBN statement expires 40 days after any change in the facts set forth in the FBN statement.
- Deletes other obsolete references and make other technical, nonsubstantive changes to FBN filing provisions.
FISCAL EFFECT:
Unknown. This bill is not keyed fiscal by Legislative Counsel.
COMMENTS:
- Purpose. The California Association of Clerks & Elections Officials is the Sponsor of this bill. According to the Author, this proposal seeks to remove the registrant’s home residence address as a required field for filing and publishing an FBN Statement. “The purpose of filing an FBN statement and publication is to give public notice and provide transparency as to who the consumer is doing business with. Removing the owner(s) home address allows for the County Clerk to remain compliant with Personal Identifiable Information (PII) requirements and eliminates this personal information from public records they may potentially be posted to web portals; eliminating the concern for safety of the registrants.”
- FBN Filings. In California, a business entity must file an FBN statement, when the business does not include the owner’s last name, with the Registrar-Recorder/County Clerk’s Office in business’s county. The process of registering an FBN is known as registering a “Doing Business As” (DBA) or “Trade Name.” By registering an FBN, this allows the name the business uses in commerce and the identity of the person doing business to be available to the public.
According to the California Franchise Tax Board, registration is required in cases such as the following: when a sole proprietorship does business under a name that does not include the owner’s last name; a partnership or association uses a name that does not include the surname of each general partner or name suggesting additional owners such as “Company,” “& Company,” “Associates,” “& Daughters,” etc.; an limited partnership, corporation, or limited liability company doing business under a name not recorded in the Articles of Incorporation or Articles of Organization filed with the California Secretary of State.
In California, a business that does not operate under its registered name or that currently transacts business in the state for profit requires an FBN at the county level to be filed within 40 days of commencing to transact business. Current law specifies that a FBN statement expires 5 years from the date it was filed in the office of the county clerk, or 40 days after any change in specified facts included on that statement, except that a change in the residence address of an individual, general partner, or trustee does not cause the statement to expire.
- Arguments in Support. The California Association of Clerks and Elections Officials write in sponsorship and support: “AB 878 removes the registrant’s home residence address as a required field for filing and publishing a Fictitious Business Name (FBN) Statement, and instead requires a mailing address for the business if it differs from the business address. Removing the owner’s home address allows for the County Clerk to remain compliant with PII requirements and eliminates this personal information from public records that may cause concern for safety of the registrants. As a result, AB 878 will provide more privacy and security to the public regarding home addresses and searchability.”
Fresno Metro Black Chamber of Commerce writes in support: “A person who regularly transacts business in the state for profit under a fictitious business name is required to file a fictitious business name statement through the Office of the County Clerk to give public notice and provide transparency as to who the consumer is doing business with. Currently, the FBN Statement and publication must contain several important pieces of information including the business address, the names of any owners, and the business owners’ home address. This requirement presents a problem relating to Personal Identifiable Information (PII) requirements that suggest home addresses should not be made a part of public records by appearing on any public-facing Internet Web site, Web application, or digital application, including a social network or publication.
AB 878 removes the registrant’s home residence address as a required field for filing and publishing a Fictitious Business Name (FBN) Statement, and instead requires a mailing address for the business if it differs from the business address. Removing the owner’s home address allows for the County Clerk to remain compliant with PII requirements and eliminates this personal information from public records that may cause concern for safety of the registrants.”
- Suggested Clarifying Amendments. This bill removes reference to “residence address” as a necessary component of a FBN statement and replaces it with business mailing address. However, the statute still prescribes the information that must be included in a FBN statement notice and specifically references residence address. In order to conform the notice language to the new requirements of a FBN statement outlined in this bill, the bill should be amended to strike reference to residence address according to the following:
“NOTICE—IN ACCORDANCE WITH SUBDIVISION (a) OF SECTION 17920, A FICTITIOUS NAME STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON WHICH IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK, EXCEPT, AS PROVIDED IN SUBDIVISION (b) OF SECTION 17920, WHERE IT EXPIRES 40 DAYS AFTER ANY CHANGE IN THE FACTS SET FORTH IN THE STATEMENT PURSUANT TO SECTION 17913 OTHER THAN A CHANGE IN THE RESIDENCE ADDRESS OF A REGISTERED OWNER. A NEW FICTITIOUS BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION.”
SUPPORT AND OPPOSITION:
Support:
California Association of Clerks & Elections Officials
Fresno Metro Black Chamber of Commerce
Opposition:
None received
-- END --
Date of Hearing:
ASSEMBLY COMMITTEE ON BUSINESS AND PROFESSIONS
Marc Berman, Chair
ABPCA Bill Id:AB 878
Author:(Pellerin) – As Introduced Ver:February 14, 2023
SUBJECT: Business filings: fictitious business names.
SUMMARY: Authorizes a fictitious business name registrant to provide their business mailing address in lieu of their residence (home) address for purposes of filing a fictitious business name statement.
EXISTING LAW:
- Provides for the regulation of individuals, partnerships, corporations, and Limited Liability Companies doing business under fictitious business names. (Business and Professions Committee (BPC) §§ 17900-17930)
- Specifies that the filing of a fictitious business name certificate is designed to make available to the public the identities of persons doing business under the fictitious name. (BPC § 17900(a))
- Defines “fictitious business name” as:
- For individuals, a name that does not include the surname of the individual or a name that suggests the existence of additional owners.
- For partnerships or other associations, a name that does not include the surname of each general partner or a name that suggests the existence of additional owners.
- For corporations, any name other than the corporate name stated in its articles of incorporation.
- For limited partnerships, any name other than the name of the limited partnership on file with the California Secretary of State.
- For limited liability companies, any name other than the name stated in its articles of organization, and in the case of a foreign limited liability company, any name other than the name of the limited liability company as on file with California secretary of state.
(BPC § 17900(b))
- Defines “registrant” as a person or entity who is filing or has filed a fictitious business name statement, and who is the legal owner of the business. (BPC § 17903)
- Requires a person that regularly transacts business in this state for profit under a fictitious business name to file a fictitious business name statement as specified (BPC § 17910)
- Requires a fictitious business name statement to contain specified information, including the following:
- The fictitious business name or names,
- The street address and county of the registrant’s principal place of business,
- The residence address of the individual, if the registrant is an individual; both parties to the marriage, if the registrants are a married couple; each general partner, if the registrant is a general partnership, copartnership, joint venture, or limited liability partnership; each trustee, if the registrant is a trust; each domestic partner if the registrants are state or local registered domestic partners.
- The nature of the business, and
- The date on which the registrant first commenced to transact business under the fictitious business name or names listed.
(BPC § 17913(a) and (b))
- Requires fictitious business name statements to be filed with the clerk of the county in the principal place of business or, if the place of business is not in this state, with the Clerk of Sacramento County. (BPC § 17915)
- Specifies that no state or local agency shall post the home address or telephone number of any elected or appointed official on the internet without first obtaining the written permission of that individual. (Government (GOV) Code § 7928.210)
- Specifies that “elected or appointed official” includes, but is not limited to, all of the following: a state constitutional officer; a Member of the Legislature; a judge or court commissioner; a district attorney, a public defender, a member of a city council; a member of a board of supervisors; an appointee of the Governor; an appointee of the Legislature; a mayor; a city attorney; a police chief or sheriff, a public safety official; a state administrative law judge; a federal judge or federal defender; and a member of the United States Congress or appointee of the President of the United States. (GOV § 7920.500)
THIS BILL:
- Replaces the requirement to provide the registrant’s residence address with a requirement to provide the business’ mailing address.
- Makes various non-substantive and conforming changes.
- Deletes outdated operational language.
FISCAL EFFECT: Unknown. This bill has been keyed non-fiscal by Legislative Counsel.
COMMENTS:
Purpose. This bill is sponsored by the California Association of Clerks and Election Officials. According to the author, this bill “removes the registrant’s home residence address as a required field for filing and publishing a Fictitious Business Name (FBN) Statement, and instead requires a mailing address for the business if it differs from the business address. Removing the owner’s home address allows for the County Clerk to remain compliant with [personal identifying information] requirements and eliminates this personal information from public records that may cause concern for privacy and safety of the registrants.”
Background.
Fictitious Business Names. An individual or business is required to file a fictitious business name statement (also known as a “Doing Business As” (DBA) or “Trade Name”) when the business name does not include each business owner(s) last name or suggests that there are additional owners (e.g., “& Associates).[1] Filing a fictitious business name statement ensures that the public knows the identity of the business owner(s). It also creates a rebuttable presumption that the registrant has the exclusive right to use a certain trade name. Fictitious business name statements are required to be filed with the Registrar-Recorder/County Clerk’s office in the county where the business will be located and the filing fee varies depending on the city or county where it is filed. A fictitious business name statement is generally required to be filed within 40 days of commencing business in this state. Within 30 days of filing a fictitious business name statement, registrants must also publish the statement in a local newspaper of general circulation near the principal place of business once a week for four consecutive weeks. Many cities and counties offer a fictitious business name search on their websites. The filing is valid for five years or until the fact in the statement change, whichever is earlier.
Registrants that are individuals, married, domestic partners, trusts, or business partnerships are required to provide their residence address. This bill would eliminate that requirement and instead require those registrants to provide a business mailing address if it differs from the business physical address.
Address Protection for Public Officials and Law Enforcement. Although a majority of registrants are requied to provide a residence address when filing a fictitious business name statement, California law prohibits state and local agencies from posting elected or appointed officials’ home addresses or phone numbers on the internet without first obtaining written permission from the individual. Elected and appointed officials included: judges and court commissioners; district attorneys; public defenders; city council members; county supervisors; appointees of the President, Governor, or Legislature; mayors; city attorneys; police chiefs and sheriffs; public safety officials, state administrative law judges, federal judges; federal public defenders; and members of the U.S. Congress. The sponsor of this bill, the California Association of Clerks and Elections Officials, has indicated that this bill will help ensure that counties do not run afoul of this law when they post a fictitious business name statement online whose registrant happens to also be an elected or appointed official.
Prior Related Legislation.
AB 716 (Chen) Chapter 15, Statutes of 2019, authorized a county clerk to accept an electronic acknowledgment verifying the identity of the registrant using a remote identity proofing process, as specified.
ARGUMENTS IN SUPPORT:
According to the California Association of Clerks & Election Officials:
Current law and process presents a problem relating to the protection of Personal Identifiable Information (PII) requirements that suggest home addresses should not be made a part of public records by appearing on any public-facing Internet Web site, Web application, or digital application, including a social network or publication. Requiring business owners to publicize their residence address poses security and safety risks for the business owners as these FBN records are made a part of the public record in County Clerks offices.
[This bill] removes the registrant’s home residence address as a required field for filing and publishing a Fictitious Business Name (FBN) Statement, and instead requires a mailing address for the business if it differs from the business address. Removing the owner’s home address allows for the County Clerk to remain compliant with PII requirements and eliminates this personal information from public records that may cause concern for safety of the registrants. As a result, [this bill] will provide more privacy and security to the public regarding home addresses and searchability.
REGISTERED SUPPORT:
California Association of Clerks & Election Officials
REGISTERED OPPOSITION:
None on file.
Analysis Prepared by: Kaitlin Curry / B. & P. / (916) 319-3301
State of California Franchise Tax Board. (n.d.). Guide to DBAS November 2019 Tax News. Franchise Tax Board. Retrieved March 23, 2023, from https://www.ftb.ca.gov/about-ftb/newsroom/tax-news/november-2019/guide-to-dbas.html ↑
Bill Author
Bill Co-Author(s):