California Nonprofits: Updates from the Secretary of State

California nonprofit corporations (and foreign nonprofit corporations operating in California) should be aware of several recent changes that impact filings with the California Secretary of State (SoS).

SB 522

Filings with the SoS must include the entity name and number as they exist on the Secretary of State’s records. If filing a certified copy of a merger document from another state (e.g., California corporation merges into a foreign corporation and files the certified merger document with the SoS), an attachment with the California entity number must be included.

“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 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 State’s records.”

Cal. Corp. Code Sec. 5008(d)

The legal name of a corporation must be distinguishable in the records of the Secretary of State from an existing corporation or name under reservation. This means that the legal name is not the same as an existing name and contains one or more different letters or numerals or has a different sequence of the same letters or numerals that is plainly recognizable by means of sight. Adding a different corporate entity ending (e.g., Corporation, Company, Inc.) would not make the names sufficiently distinguishable. Neither would the use of different uppercase and/or lowercase letters.

The previous standard was that the legal name cannot be the same as an existing corporation or name under reservation and cannot be substantially similar to an existing corporation or name under reservation, unless consent is provided by the substantially similar name.

eForms Online

eForms online is a virtual counter that allows a user to electronically upload, pay by credit card and submit signed Business Entity forms. It is available for all business entity document types other than mergers and conversions.

Certificates of Good Standing can now be ordered online with certificates emailed in minutes. I look for the entity on the Business Search site, select the entity’s name to pull up the Entity Detail page, then select “Certificate of Status” (which should appear in a blue box with a shopping cart icon underneath and to the right of the entity name).