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Who must file an FBN Statement and why?
In the case of a business owned by an individual, a “fictitious business name” is any name that does not include the last name (surname) of the owner, or which implies additional owners (such as "Company", "and Company", "and Sons", "Associates", etc.).
Examples:
- "Joyce Smith Catering" is not a Fictitious Business Name.
- "Smith and Company Catering" is a Fictitious Business Name.
In the case of a corporation, limited liability company or limited partnership, a fictitious business name is any name other than the exact name that is on record with the Secretary of State's Office.
A Fictitious Business Name (FBN) Statement is a public record intended to make available to the public the identities of persons doing business under the FBN. Banks often insist on a copy of the FBN Statement before opening a commercial account to satisfy them that Joyce Smith has a right to deposit checks written to "Smith and Company Catering."
California law requires that FBN’s are filed at the County level; there is no State-wide registry or national registry.
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Who is not required to file an FBN Statement?
Nonprofit Organizations or Associations such as fraternal and charitable organizations, churches, hospitals, or labor unions, and Real Estate Investment Trusts having an authorized agent on file with the Secretary of State (pursuant to Corporation Code 24003).
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Do FBN Statements have to include the residential address(es) of the owner(s)?
Yes, State law requires the residential address of the registrant(s). Post office boxes, postal mailboxes, or mail service addresses are not allowed for the residential address or the business address.
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Who must sign an FBN Statement and other related forms?
An FBN Statement, Statement of Abandonment, or Statement of Withdrawal from a Partnership must be signed by an owner or partner listed on the Statement or recognized officer of a corporation or limited liability company.
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Do I have to publish the FBN Statement after it's been filed in your office?
Yes, within 30 days from the date of filing a FBN Statement, a Statement of Abandonment, or Statement of Withdrawal from Partnership (unless a Notice of Dissolution of Partnership has been published pursuant to Section 15035.5 of the Corporations Code), you must start publishing in a newspaper of general circulation in the county in which the FBN Statement was filed. The publication runs once a week for four consecutive weeks.
Please note one of the primary purposes of the FBN regulation is to establish your legal rights under the name. If you do not complete the publication process your rights may not be protected.
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How can I fix an error, add a new business name, change existing name, change the business address, or change a partner on an existing FBN statement?
The FBN Statement is a legal document and no changes may be made to an FBN Statement once it is filed. Be certain the information in the statement is correct and complete before filing it. Once your statement has been filed, changes to the filing CANNOT be made, and NO REFUNDS ARE ISSUED. If any change occurred in the facts of the original statement, other than a change of residence address for owner, partner, officer etc., a new FBN Statement must be filed and will also need to be published.
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How can a general partner be removed from an existing FBN Statement?
The general partner being removed may file a Statement of Withdrawal from Partnership Operating Under an FBN Statement, pay the appropriate fee, and publish the form unless a Notice of Dissolution of Partnership has been published pursuant to Section 15035.5 of the Corporations Code.
A Statement of Withdrawal from Partnership must be signed by the partner being removed from the Statement
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When does an FBN Statement expire?
The FBN Statement expires five years from the date of filing, unless it is abandoned sooner. You must re-file every 5 years, paying the current fees, even if there are no changes. You are not required to republish a renewal if the information remains the same.
You do not need a third party to file a new or a renewed FBN statement for you.
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What should I do if I am no longer doing business under my filed FBN Statement?
The law requires that you file a Statement of Abandonment of Use of Fictitious Business Name form, pay the appropriate fee, and then publish the form.
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Does it matter if another business has the same or similar name?
We will file any properly completed FBN Statement. We do not check to see if the name is already on file, nor do we prevent someone from filing a duplicate or similar name. However, Business and Professions Code §14411 states, "The filing of any fictitious business name statement... shall establish a rebuttable presumption that the registrant has the exclusive right to use as a trade name the fictitious name, as well as any confusingly similar trade name, in the county in which the statement is filed, if the registrant is the first to file such a statement in that county, and is actually engaged in a trade or business utilizing such fictitious business name." Enforcement of this is up to the business, not the County.