Code Section

Corporations Code - CORP

TITLE 1. CORPORATIONS [100 - 14631]

  ( Title 1 enacted by Stats. 1947, Ch. 1038. )
  

DIVISION 1.5. CORPORATE FLEXIBILITY ACT OF 2011 [2500 - 3503]

  ( Division 1.5 added by Stats. 2011, Ch. 740, Sec. 12. )
  

CHAPTER 2. Organization and Bylaws [2600 - 2605]
  ( Chapter 2 added by Stats. 2011, Ch. 740, Sec. 12. )

  
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 Financial Institutions is attached to the articles. This subdivision does not apply to the articles of any flexible purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Financial Institutions.

(b) The Secretary of State shall not file articles that set forth a name that is likely to mislead the public or that is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a domestic flexible purpose corporation, or the name of a foreign corporation that is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name that a foreign corporation has assumed under subdivision (b) of Section 2106, a name that will become the record name of a corporation or flexible purpose corporation or a foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name that is under reservation for another corporation or flexible purpose corporation pursuant to this title, except that a flexible purpose corporation may adopt a name that is substantially the same as an existing corporation or flexible purpose corporation, foreign or domestic, which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by the domestic or foreign corporation or flexible purpose corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled. The use by a flexible purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.

(c) Any applicant may, upon payment of the fee prescribed 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 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, partnership, firm, corporation, or flexible purpose corporation. No consecutive reservations shall be made by or for the use or benefit of the same person, partnership, firm, corporation or flexible purpose corporation of names so similar as to fall within the prohibitions of subdivision (b).

(Added by Stats. 2011, Ch. 740, Sec. 12. Effective January 1, 2012.)