ihwlaw

Law Blog – Business Law & Litigation

Using symbols and punctuation in naming

Using symbols and punctuation in naming your company: http://ow.ly/5CCiZ

What’s In A Name?

What’s In A Name?  Symbols and Punctuation in Naming a Company — EXPRE$$ YOUR$ELF ; – ) 

A client asked me if, in naming their California start-up company, they could use symbols and/or punctuation (say, other than a period or comma for “, Inc.” or “Corp.”). (The specific entity — a corporation, LLC or other entity — wasn’t decided yet.) The short answer appears to be “yes,” a company may use certain symbols and punctuation in the name of an entity, and the applicable rules cover all entities registered in California. 🙂  Specifically, Sections 21000-21009 of the California Code of Regulations (the “Code”) provide rules for naming a business entity in California. The introductory provision, Section 21000 subpart (a), provides that “Business entity names must use the English alphabet or Arabic numerals (0, 1, 2, 3, 4, 5, 6, 7, 8, 9) or symbols as listed in Section 21002(b)(6)(B) or a combination thereof.” The latter provision identifies nine (yes, 9!) symbols, specifically including the @, #, $, %, ^, &, *, + and =. While the term “punctuation” is not used in Section 21000, my interpretation of the Code is that at least eighteen (18!) punctuation marks are allowed in naming an entity: the period (.), slash (/), comma (,), back slash (\), semicolon (;), hyphen or dash (- or –); colon (:), underline (_), apostrophe (‘), swung dash or tilde (~), single quotation mark (‘), parentheses (( )), double / regular quotation mark (“ ” or ” “), brackets ([ ]), question mark (?), angle brackets or greater / less than signs (), exclamation mark (!), and braces ({ }). Whether more unusual punctuation marks, like the ellipsis (…) or guillemets (« »), are acceptable in an entity name is unclear from the Code, but … it seems unlikely … that any punctuation which is not identified in Section 21002(b)(6)(A) of the Code will be permitted! 😦

When a company desires to form or register an entity in California, the decision as to what entity name will be allowed is reposed in the deft hands of the California Secretary of State’s office which supervises filings for entity formations and foreign (non-California) entity registrations. Applying the rules for naming a company in California and obtaining the Secretary of State’s acceptance of an entity’s name can be tricky, so new California companies and existing foreign entities should consult with a California business lawyer (like myself ; – ) )  for assistance in navigating these muddy waters! Oh, and by the way — I hope you’ll forgive my excessive use of symbols, punctuation and emoticons in writing this post… I was overcome by an urge to express myself! So, go out there and express yourself (just like Madonna : – P) — with punctuation and symbols in naming your company, but … beware the pitfalls of California law in doing so. : – )

[Q.E.D.]

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Copyright © 2011 Isaac H. Winer, Esq.

Spring Cleaning

A client just completed the purchase of a residential property and asked me what documents he should retain from the mountain of documents that accumulated during the transaction, such as disclosures, offers, counteroffers, emails, loan documents and the like. While there is no blanket rule for what documents you can dispose of, there are some general guidelines to consider before disposing of any legal documents. For example, generally you should keep all disclosures about the property in question, for at least two reasons. First, if there is a problem with the property that wasn’t disclosed and it later becomes an issue, a buyer may have recourse against a seller; conversely, a seller may be able to prove that a problem was disclosed and thereby avoid significant liability for a failure to disclose, particularly if the seller knew or should reasonably have known about the problem. Next, for buyers, if/when you should ever decide to sell the property, you may want to incorporate all prior disclosures into your new disclosures (to the extent applicable), either by hand-writing them into your new disclosures or by literally attaching the prior disclosures to your new disclosures. You should also keep all offers and counteroffers that were exchanged during the negotiation of the transaction, as well as all loan applications, agreements and other loan documents. If there is ever a contract dispute with between buyer and seller or with the lender, the negotiation history could be important and, in any event, these documents will support and clarify the final terms of your agreement. In short, when it comes to document retention following the purchase or sale of real estate, a good rule of thumb is to “retain, retain, retain.”  This may not help you save a lot of space during Spring Cleaning, but it may save you a lot of legal headaches in the future.  Always consult a lawyer before you dispose of any legal documents.

Finding the Right Lawyer

If “lawyers are a dime a dozen,” why is a good lawyer so hard to find? The answer may have a lot more to do with your own due diligence than any clichés about lawyers. As you consider whether and how to hire a lawyer to assist your business, or any other legal issue for that matter, there are a number of things you can do to improve the chances of finding the right lawyer for your issue.

Before you even start looking for a lawyer, the first question you should ask is “what kind of a lawyer do I need?” In today’s complex economy, lawyers have become highly diversified by practice area, meaning that different lawyers tend to focus their practices in different areas of the law. Some lawyers may focus strictly on intellectual property law or even specific types of intellectual property (e.g., patents, trademarks or copyrights), while other lawyers may focus solely on business transactions, such as mergers and acquisitions, just to name a few practice areas. As a result, if you are starting a new business and looking for a lawyer to assist with any other legal needs, such as forming a new business entity (e.g., corporation, LLC, etc.), it is possible to engage a lawyer who has devoted a material portion of his or her practice to assisting start-up’s and small businesses with the specific needs and legal issues that confront new business ventures.

Once you have identified the type of lawyer you need, the next step will probably be to identify specific lawyers in that area who can assist you. Here, there are many ways one might go about doing this, including searching the internet, the Yellow Pages or using a lawyer referral service. However, if you think about it, these devices will at best inform you about lawyers who are looking for new clients, rather than lawyers who are actually qualified to assist you. Just as you may not seek-out a physician for yourself or a loved one by relying on such impersonal methods, it may be inadvisable to do the same when searching for a lawyer for your business. More reliable methods may involve more inter-personal efforts on your part, like asking friends, colleagues or consultants for a referral.

When you have identified one or more specific lawyers to consider, you may think that you’re “almost there,” but in reality your investigation has only just begun! In addition to confirming that the lawyer(s) you are considering are qualified to represent you or your new business in the specific area of law at issue, perhaps equally or more important is to make sure you find a lawyer whose personality and practice style are a good fit for you. In this regard, there are a number of specific issues to consider, such as the following:

1. Does the attorney have experience in the area of law or matter at issue?

2. How long has the attorney been practicing law generally, and in your state?

3. Does the attorney have strong educational credentials (college, law school)?

4. Can the attorney provide you with any client references? Are they recent?

5. Does the attorney charge for initial consultations? What is included?

6. How does the attorney charge for services? Hourly? Fixed fee? Costs?

7. Does the attorney have a compatible personality and communication style?

8. Is the lawyer willing and able to educate you in the area of law at issue?

9. Will the attorney be the one actually performing the services at issue?

10. How many other clients does the attorney represent at the same time?

11. Does the attorney have any disciplinary record with the state bar? (In some states, you can check this at the state bar’s web site; e.g., http://www.calbar.ca.gov.)

These are just some of the considerations to think about when looking for a lawyer. You may have a number of additional questions or concerns, and in this respect the adage that “there’s no such thing as a stupid question” should hold true. If a lawyer is too busy or unable to answer your questions, it may be a sign that this is not the right lawyer for you.

Especially in the area of law for start-up’s and new businesses, it is worth trying to find a lawyer who will take the time to educate you about your legal issues for several reasons:

1. If a lawyer can explain the applicable law, it suggests the lawyer knows what s/he is doing and is presumably less likely to make mistakes representing you.

2. If a lawyer can teach you about the applicable law, you should be more able to collaborate with the lawyer on the legal and business objectives you desire to accomplish and will presumably be more likely to accomplish your objectives.

3. If a lawyer can impart an understanding of the law, you may be more able to address or at least identify issues after the lawyer has completed the services.

In today’s sophisticated business world, the line between “legal” and “business” issues is thinner than ever, and has arguably merged in many ways. In this context, it makes sense to find a lawyer who not only appreciates this point but can help you understand the legal issues – who can assist you in navigating legal waters and also help you accomplish your business goals. By engaging in the due diligence that is necessary to find the right lawyer for your business, you can minimize the risk of engaging the wrong lawyer and attendant hardships and at the same time take steps to accomplish your broader business objectives.

What’s in our Law Blog?

In these blog posts, I hope to address common and not-so-common issues in business law and litigation.  For further interest about my law practice, see www.ihwlaw.com or email me at ihw@ihwlaw.com.