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Is it illegal for a business to represent themselves as "Acme, Inc" when
they are actually John Doe d/b/a Acme?
Thanks in advance!
B.O.
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"BiG_Orange" <@> wrote in message news:<vsqvi8nhki4p06@corp.supernews.com>...
Is it illegal for a business to represent themselves as "Acme, Inc" when
they are actually John Doe d/b/a Acme?
Thanks in advance!
B.O.
In California, it's definitely illegal for an entity that isn't a
corporation to use a name that implies that it is one; it's probably
illegal elsewhere. There are consequences for anyone stupid enough to
try this, up to and including being denied access to the courts.
--
Not a lawyer,
Chris Green
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Any other comments?
Is it illegal for a business to represent themselves as "Acme, Inc" when
they are actually John Doe d/b/a Acme?
Thanks in advance!
B.O.
In California, it's definitely illegal for an entity that isn't a
corporation to use a name that implies that it is one; it's probably
illegal elsewhere. There are consequences for anyone stupid enough to
try this, up to and including being denied access to the courts.
--
Not a lawyer,
Chris Green
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"BiG_Orange" <@> wrote in message news:vtmq7sd3kija5f@corp.supernews.com...
Any other comments?
Is it illegal for a business to represent themselves as "Acme, Inc"
when
they are actually John Doe d/b/a Acme?
In California, it's definitely illegal for an entity that isn't a
corporation to use a name that implies that it is one; it's probably
illegal elsewhere. There are consequences for anyone stupid enough to
try this, up to and including being denied access to the courts.
In Indiana it is -not- illegal (I am pretty darn sure, but not 100% sure).
Fraud is illegal, but a misrepresentation is not fraud unless someone
reasonably relies on it and suffers damages as a result.
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On 4 Dec 2003 11:20:04 -0800, cj.green@worldnet.att.net (Christopher
Green) wrote:
In California, it's definitely illegal for an entity that isn't a
corporation to use a name that implies that it is one; it's probably
illegal elsewhere. There are consequences for anyone stupid enough to
try this, up to and including being denied access to the courts.
Just curious -- what is the authority for this?
------------------------------
Bob Stock, California Attorney
Nothing I've said should be relied on as legal advice.
------------------------------
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Bob Stock <xxx@x.com> wrote in message news:<qr0ntvoe0a4m30krhqa10gm8h3r6cdnta3@4ax.com>...
On 4 Dec 2003 11:20:04 -0800, cj.green@worldnet.att.net (Christopher
Green) wrote:
Just curious -- what is the authority for this?
Fictitious Business Name Act (starting at B&P Code 17900). 17910.5(a)
prohibits using an FBN that connotes a corporation when one is not;
17910.5(c) requires the county clerk to refuse such an FBN; 17918
prevents one using an FBN improperly from maintaining an action in
court; 17930 and several other places make filing a false FBN a
misdemeanor.
--
Chris Green
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I would imagine this would be a fedaral issue since it involves
issuance of 1099misc to non corporations?
What if the corporation is from a foreign country??? and has went
through a business transaction in california not a permanent place of
business, that is they were solicitated by someone here?
Or can anyone who gets caught claim that he represents a corporation
somewhere like Cypress. Would they be forced to reveal confidential
incorporation documents?
Please send the reply to my email as well. I am not a regular here.
cj.green@worldnet.att.net (Christopher Green) wrote in message news:<c31fa7b1.0312131930.2337dcfe@posting.google.com>...
Bob Stock <xxx@x.com> wrote in message news:<qr0ntvoe0a4m30krhqa10gm8h3r6cdnta3@4ax.com>...
Fictitious Business Name Act (starting at B&P Code 17900). 17910.5(a)
prohibits using an FBN that connotes a corporation when one is not;
17910.5(c) requires the county clerk to refuse such an FBN; 17918
prevents one using an FBN improperly from maintaining an action in
court; 17930 and several other places make filing a false FBN a
misdemeanor.
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There are limited actions putative directors of a firm can take while
incorporation is pending. There is substantial case law on the validity of a
corporation's acts after its charter has been revoked, typically for
non-payment of franchise taxes. There is also plenty of law dealing with the
issue of foreign (sister-state or foreign-country) legal entities (most
foreign jurisdictions don't have LLCs, and many have different types of
corporations). You have to separate tax law from the rest. Also cases of
mistake ("the lawyer was supposed to send in the charter ... but he died, or
was drunk, etc.") It isn't (AFAIK) a crime, at least not in any jurisdiction
I know of, unless it works a fraud upon the customer or others. But there is
no corporate liability protection. And the tax consequences can be serious
(again, not necessarily tax fraud, but personal attribution of tax at the
highest rate; disqualification of pension arrangements, etc.) In bankruptcy
the consequences can be tragic.
Typically, a corporation that has not qualified in a jurisdiction but is
"doing business" there can't sue there and typically it can cure the defect,
or defend a lawsuit, etc.
A corporation's "veil" can be pierced if it does not keep proper records,
accounts, if its assets are commingled with those of an individual, etc.
This is just one reason why LLCs are preferable for mom-and-pop businesses.
As for
it's definitely illegal for an entity that isn't a
corporation to use a name that implies that it is one
the answer is that the statement is technically wrong, but practically
correct. It was only in the 1930s or 40s that corporations had to be so
identified, at least in NY and probably everywhere. I used to deal with
Kiffe Sales Co. which was incorporated in New York in the 1920s, before the
word "Inc." or "Corp." was mandatory. It could continue to use that name
until it gave up its charter (merged with another firm) around 1970.
California might have required it to use the word "Inc." or "a corporation"
in parentheses but only if it had a permanent establishment in California,
which it didn't. (And I am not qualified to remark on California law.)
The commerce clause gives some protection to a firm that follows the law of
its home state.
I would imagine this would be a fedaral issue since it involves
issuance of 1099misc to non corporations?
What if the corporation is from a foreign country??? and has went
through a business transaction in california not a permanent place of
business, that is they were solicitated by someone here?
Or can anyone who gets caught claim that he represents a corporation
somewhere like Cypress. Would they be forced to reveal confidential
incorporation documents?
Please send the reply to my email as well. I am not a regular here.
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On Sun, 14 Dec 2003 12:22:19 +0000, Tam <tamsuraiya@yahoo.ca> wrote:
There are limited actions putative directors of a firm can take while
incorporation is pending. There is substantial case law on the validity of a
corporation's acts after its charter has been revoked, typically for
non-payment of franchise taxes. There is also plenty of law dealing with the
issue of foreign (sister-state or foreign-country) legal entities (most
foreign jurisdictions don't have LLCs, and many have different types of
corporations). You have to separate tax law from the rest. Also cases of
mistake ("the lawyer was supposed to send in the charter ... but he died, or
was drunk, etc.") It isn't (AFAIK) a crime, at least not in any jurisdiction
I think jurisdictions vary on how the deal with mistakes. Some are very
forgiving and will allow liability protection if all parties thought that
the entity was a corporation.
I don't know what the tax consequences are.
A corporation's "veil" can be pierced if it does not keep proper records,
accounts, if its assets are commingled with those of an individual, etc.
This is just one reason why LLCs are preferable for mom-and-pop businesses.
Pretty much the same kinds of things will remove liability protection for a
LLC. There are far fewer formalities to observe with an LLC, so it's less
likely that an LLC would inadvertantly lose its liability shield.
Isaac
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On 13 Dec 2003 19:30:00 -0800, cj.green@worldnet.att.net (Christopher
Green) wrote:
Bob Stock <xxx@x.com> wrote in message news:<qr0ntvoe0a4m30krhqa10gm8h3r6cdnta3@4ax.com>...
Fictitious Business Name Act (starting at B&P Code 17900). 17910.5(a)
prohibits using an FBN that connotes a corporation when one is not;
17910.5(c) requires the county clerk to refuse such an FBN; 17918
prevents one using an FBN improperly from maintaining an action in
court; 17930 and several other places make filing a false FBN a
misdemeanor.
Thanks.
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purple012345@yahoo.ca (Alexander Vasserman DDS., BS.) wrote in message news:<ed94472d.0312132314.152f85e8@posting.google.com>...
I would imagine this would be a fedaral issue since it involves
issuance of 1099misc to non corporations?
Yes, IRS would be interested, but it doesn't go to the question of
whether someone has the right to do business under a name that implies
his business is a corporation. It merely requires people who do
business with something that isn't a corporation (or, as a special
case, when doing business with an incorporated lawyer) to comply with
the 1099-MISC rules.
What if the corporation is from a foreign country??? and has went
through a business transaction in california not a permanent place of
business, that is they were solicitated by someone here?
Or can anyone who gets caught claim that he represents a corporation
somewhere like Cypress. Would they be forced to reveal confidential
incorporation documents?
He would have to make some show of authority as an agent of the
corporation. His mere claim that he represents some foreign
corporation that (1) may or may not exist and (2) he may or may not
actually represent would be worthless. This might run to producing
incorporation documents that name him an officer or director. Or, more
likely, a resolution of the board of directors authorizing him to act
in the name of the corporation.
A corporation that does business in California is responsible for
maintaining registration as a foreign corporation (and paying
franchise tax) and for filing a fictitious business name statement
that reveals the corporation as the true owner of the business.
California courts will throw out suits brought by corporations that
don't comply, or more likely direct them to come back when they have
complied.
Here's an example and a question for the California lawyers. Joe
Widget goes into business as a sole proprietor, calling himself Widget
Inc. He lands a $10,000 contract with a customer who promptly stiffs
him. He sues the customer for breach, and the customer demurs, arguing
that Widget Inc. is not a properly registered fictitious business
name. How would the court respond: direct Joe to file a proper FBN,
then allow the suit to proceed once he has done so? dismiss with
prejudice, because Joe's FBN, Widget Inc., is incurably defective?
--
Not a lawyer,
Chris Green
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