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WELCOME SAILING through FBNs

WELCOME SAILING through FBNs. 3 rd ANNUAL STAFF WORKSHOP MARCH 18-19, 2009. INTRODUCTIONS. Carla - Sonoma County Cyndi - Yolo County Victoria - Riverside County. SCHEDULE for MARCH 18-19. Wednesday, March 18 10:30 – Noon Welcome – Introductions – Disclaimer

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WELCOME SAILING through FBNs

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  1. WELCOME SAILING through FBNs 3rd ANNUAL STAFF WORKSHOP MARCH 18-19, 2009

  2. INTRODUCTIONS • Carla - Sonoma County • Cyndi - Yolo County • Victoria - Riverside County

  3. SCHEDULE for MARCH 18-19 Wednesday, March 18 10:30 – Noon Welcome – Introductions – Disclaimer What is Included in CRM and Attachments Fictitious Business Name Statements Noon – 1:30 LUNCH 1:30 – 3:00 Registrants Required/Who Can Sign 3:00 – 3:15 BREAK – VISIT REFERENCE AREA 3:15 – 5:00 Withdrawal from Partnership/Abandonment Thursday, March 19 9:00 – 10:45 Evaluation Form – Disclaimer Proofs of Publication, Indexing/Retention 11:15 – Noon GENERAL SESSION – WRAP UP

  4. DISCLAIMER / WARNING • This is a training workshop, but local practices do vary from county to county according to local policy and practice as well as local county counsel opinions. • No practice or procedure you become aware of as a result of this workshop should be implemented in your own office without he full AWARENESS and APPROVAL of the County Clerk or Recorder for whom you work.

  5. HANDOUTS • COUNTY CLERKS REFERENCE MANUAL (CRM) Dated 01/22/2009 • Attachment A – Code Sections • Attachment B – FBN General Information • Attachment C – Blank Form Samples • Attachment D – FBN Examples

  6. GOALS2009 Workshop • Review CRM • To use CRM for reference • Gain knowledge and understanding of the FBN process • To file FBNs correctly and with confidence

  7. County Clerks Reference ManualRevised 01/22/2009 • A reference manual for use by statewide County Clerk personnel

  8. FICTITIOUS BUSINESS NAME STATEMENTS Disclaimer on Page 3 of CRM

  9. WHO IS REQUIRED TO FILE B&P 17910 Every person who regularly transacts business in this state for profit under a fictitious business name shall do all of the following: • File a fictitious business name statement in accordance with this chapter not later than 40 days from the time the registrant commences to transact such business. • File a new statement after any change in the facts, in accordance with subdivision (b) of Section 17920. • File a new statement when refiling a fictitious business name statement.

  10. FBN QUICK REFERENCE • Purpose of FBN To make available to the public the identities of those persons or business entities doing business under fictitious business names

  11. B&P 17900(a)(1) 17900(a)(1) The purpose of this section is to protect those dealing with individuals or partnerships doing business under fictitious names, and it is not intended to confer any right or advantage on individuals or firms that fail to comply with the law. 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.

  12. QUICK REFERENCEPRE-FILING CHECKLIST 1. Place of Filing – B&P 17915 • With the Clerk of the County in which the registrant has his/her principal place of business in this state • With the Clerk of Sacramento County if no place of business in this state • May file in county other than principal place of business as long as requirements of 17915 are met

  13. QUICK REFERENCEPRE-FILING CHECKLIST 2. Who are not required to file – B&P 17911 • Nonprofit corporations, organizations or associations, etc. • Includes churches, labor unions, fraternal and charitable organizations, foundations, and similar organizations

  14. QUICK REFERENCEPRE-FILING CHECKLIST 3. Business name is not considered “fictitious” if: • Surname (last name) in name of business and does not suggest existence of additional owners – 17900(b)(1) • Corporation, LLC, LP using name as registered with the Secretary of State – 17900(b)(3), (b)(4), (b)(5)

  15. QUICK REFERENCEFILING REQUIREMENTS 1. Name(s) of fictitious business(es) – 17913(b)(1) Only those businesses operated at the same address and under the same ownership may be listed on one statement 2. Street address AND COUNTY of principal place of business – 17913(b)(2) 3. Full name of registrant(s) – 17913(b)(3) 4. Residence address of registrant(s) 17913(b)(3) Note: If registrant is a corporation or LLC, insert address as shown in their articles of incorporation or organization on file with the Secretary of State

  16. QUICK REFERENCEFILING REQUIREMENTS 5. Nature in which the business is being conducted); must check one box – 17913(b)(4) Note: There is no “other” box so must check one box. Added in 01/2008: • State or local registered domestic partners • A limited liability partnership

  17. QUICK REFERENCEFILING REQUIREMENTS 6. Date of the start of business or N/A if the registrant has not commenced to transact business – 17913(b)(5)

  18. QUICK REFERENCEFILING REQUIREMENTS • Signature of registrant – 17914 [The registrant shall declare that all of the information in the statement is true and correct. A registrant who declares as true any material matter pursuant to this section that he or she knows to be false is guilty of a misdemeanor. 17913(c)] (See pp 9-12 “Registrants Required/Who Can Sign”)

  19. QUICK REFERENCECOMMENTS • The filing of FBN Statement is not an exclusive reservation of the name. The County Clerk is required to file any statement that meets the requirements of this chapter and is accompanied by the required filing fee. The County Clerk is not authorized to reject a statement on the ground that the particular fictitious business name is already in use or the statement was not presented for filing within the time specified in Section 17910 [B&P 17927 Law Revision Commission Comments]

  20. QUICK REFERENCECOMMENTS • Status of the filing (B&P 17920) Expires: –First/Original Filing: 5 years from date of filing –Renewal: 40 days after change of facts (except residence address of registered owner at ***) or 5 years from date of filing –Abandonment: When abandonment filed

  21. QUICK REFERENCECOMMENTS • Signatures by mark (Govt Code 16) (see p 12 “Registrants Required/Who Can Sign”)

  22. QUICK REFERENCECOMMENTS • Optional and not a statutory requirement: a. Previous file number b. Verification of registration as a Corporation or LLC with the California Secretary of State

  23. EXAMINATION PROCEDURE

  24. EXAMINATION PROCEDURE • Purpose of Examination – for legibility, accuracy and completeness IF FBN IS NOT LEGIBLE, ACCURATE OR COMPLETE, IT SHOULD NOT BE FILED UNTIL CORRECTED

  25. EXAMINATION PROCEDURE • Pre-filing Checklist 1. Place of Filing (17915) 2. Person or Entity Not Required to File (17911) 3. Business Name is Not Fictitious (17900) (same as p 6, FBN Quick Reference Pre-filing Checklist)

  26. EXAMINATION – STEP 1 ACTION Review FBN for the following: a. Must be legible, complete and meet Filing Requirements #1-7 (CRM, p.6) as follows: 1. Name(s) of fictitious business(es) – 17913(b)(1) 2. Street address and county of principal place of business – 17913(b)(2) 3. Full name of registrant(s) – 17913(b)(3) 4. Residence address of registrant(s) 17913(b)(3) 5. Nature in which business is being conducted – 17913(b)(4) 6. Date of the start of business or N/A – 17913(b)(5) 7. Signature of registrant – 17914

  27. EXAMINATION – STEP 1 • If there is more than one business name, multiple business names shall be clearly identified (i.e., #1, #2, etc) Additional FBNs can be included on a separate sheet of paper, if necessary

  28. EXAMINATION – STEP 1 • If any fictitious business name includes the words: i. “Corporation, Corp., Incorporated, or Inc.,” registrant must be a corporation – 17910.5(a) ii. “Limited Liability Company, LLC, LC,” registrant must be a limited liability company – 17910.5(b) NOTE: B&P 17910.5(c) reads: “A County Clerk shall not accept a fictitious business name statement which would be in violation of this section.”

  29. EXAMINATION – STEP 1 d. Street address and county of principal place of business (** on blank form) i. PO Box or PMB addresses are only acceptable as mailing addresses and only listed if in addition to the physical street address ii. Must be located in county where FBN filed, but law does not preclude filing in another county as long as filed where principal of business is located (17915)

  30. EXAMINATION – STEP 1 d. Street address and county of principal place of business (continued) iii. If principal place of business is located outside of California, statement must be filed in Sacramento County (17915) iv. If customer does not have a separate business address, their residence address is acceptable as the business address

  31. EXAMINATION – STEP 1 e. To determine what registrant(s) must be listed, check form to see how business is being conducted

  32. EXAMINATION – STEP 1 • Name and residence address of each registrant must be listed If registrant is a corporation or LLC, insert name and address as it appears in their articles of incorporation or organization on file with the Secretary of State [current address] The state of incorporation/organization must also be listed

  33. EXAMINATION – STEP 1 g. Date commenced to transact business should be the starting date or N/A • Cannot use a date in the future • Registrant must make the decision • If adding a name to an existing business, there may be two starting dates or a new date or a starting date of the first business [follow local county guidelines]

  34. EXAMINATION – STEP 1 h. Signature depends on customer’s answer to step “e” [who are the registrants] Signature and print name of registrant required – also title if applicable (see Registrants Required/Who Can Sign, CRM 9-12)

  35. EXAMINATION – STEP 1 i. Check proper box of type of filing (not a statutory requirement – follow local county guidelines) • A first filing (New or Original filing)* • A refile with no changes filed within 40 days of expiration of previous statement • A refile with changes (may be a New filing)* • A refile after 40 days of expiration of previous filing* * Publication required

  36. EXAMINATION – STEPS 2 and 3 Step 2 *File the statement (follow local county guidelines) a. Assign file number b. Affix “Filed” stamp to statement Step 3 *Cashiering/Receipting *These steps are interchangeable depending on each county’s guidelines and program system

  37. EXAMINATION – STEP 4 Issue certified copy

  38. EXAMINATION – STEP 5 Give customer a list of adjudicated newspapers and explain the publication requirements

  39. EXAMINATION – STEP 6 Inform customer about expiration of FBN

  40. EXAMINATION – STEP 7 Give additional information etc., as applicable

  41. REGISTRANTS REQUIRED/WHO CAN SIGN • REGISTRANTS REQUIRED B&P 17913(3) • WHO CAN SIGN B&P 17914

  42. FBN – WHO CAN SIGN • Who Can Sign – 17914 • (a) Individual, by the individual • (b) Husband and wife, by the husband or wife • (c) General partnership, LP, LLP, copartnership, joint venture, or unincorporated association other than a partnership, by a general partner • (d) LLC, by a manager or officer (managing member is acceptable)

  43. FBN – WHO CAN SIGN • Who Can Sign – 17914 (continued) • (e) Trust, by a trustee • (f) Corporation, by an officer of the corporation • (g) State or local registered domestic partnership, by one of the domestic partners

  44. REGISTRANTS REQUIRED/WHO CAN SIGN#1 Example INDIVIDUAL • REGISTRANTS REQUIRED – B&P 17913(3) If the registrant is an individual, insert his or her full name and residence address • WHO CAN SIGN – B&P 17914(a) If the registrant is an individual, the statement shall be signed by the individual listed as the registrant

  45. REGISTRANTS REQUIRED/WHO CAN SIGN#2 Example HUSBAND and WIFE • REGISTRANTS REQUIRED – B&P 17913(3) The full name and residence address of both husband and wife (listed separately – i.e., not as Mickey and Minnie Mouse) • WHO CAN SIGN – B&P 17914(b) Statement can be signed by the husband or wife or both.

  46. REGISTRANTS REQUIRED/WHO CAN SIGN#3 Example GENERAL PARTNERSHIP • REGISTRANTS REQUIRED – B&P 17913(3) • The full name and residence address of each general partner • Must have at least two registrants • A general partner can be a corporation and/or LLC (Do not allow the name of the general partnership to be included as a separate registrant) • WHO CAN SIGN – B&P 17914(c) One of the general partners

  47. REGISTRANTS REQUIRED/WHO CAN SIGN#4 Example GENERAL PARTNERSHIP • REGISTRANTS REQUIRED – B&P 17913(3) • The full name and residence address of each general partner • Must have at least two registrants • A general partner can be a corporation and/or LLC (Do not allow the name of the general partnership to be included as a separate registrant) • WHO CAN SIGN – B&P 17914(c) One of the general partners

  48. REGISTRANTS REQUIRED/WHO CAN SIGN#5 Example LIMITED PARTNERSHIP • REGISTRANTS REQUIRED – B&P 17913(3) • The full name and residence address of each general partner (most have only one general partner) • Must have at least one registrant (general partner) – do not include names of any limited partners (Do not allow name of LP to be included as a separate registrant) • A general partner can be a corporation and/or LLC • WHO CAN SIGN – B&P 17914(c) One of the general partners – may include the name of the LP, i.e, Susan Smith, General Partner of Water Treasures LP

  49. REGISTRANTS REQUIRED/WHO CAN SIGN#6 Example LIMITED PARTNERSHIP • REGISTRANTS REQUIRED – B&P 17913(3) • The full name and residence address of each general partner (most have only one general partner) • Must have at least one registrant (general partner) – do not include names of any limited partners (Do not allow name of LP to be included as a separate registrant) • A general partner can be a corporation and/or LLC • WHO CAN SIGN – B&P 17914(c) One of the general partners – may include the name of the LP, i.e, Susan Smith, CEO of General Partner of Treasure Island LP

  50. REGISTRANTS REQUIRED/WHO CAN SIGN#7 Example CORPORATION • REGISTRANTS REQUIRED – B&P 17913(3) 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 • WHO CAN SIGN – B&P 17914(f) Statement must be signed by a corporate officer and his/her title stated

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