Many people already know that if a corporation, LLC, sole proprietorship, or partnership does business under a name not containing its own legal name, then a fictitious business statement must be on file with the local county clerk. For example, if Scott K. Maxwell Professional Law Corporation actually conducted business under the name “Speedy Legal Services,” then I would have to file a fictitious business name statement with the Napa County Clerk (my office is in Napa County). This post is not to discuss the details of obtaining a fictitious business name statement (which will be discussed another time) but rather to discuss certain distinct requirements for the category of California corporations known as professional corporations.
California law provides that certain professions must file as “professional corporations” (and not as regular corporations or LLCs) if incorporation is desired. Scott K. Maxwell Professional Law Corporation is, as the reader may guess, a professional law corporation. Professions that must be incorporated as professional corporations include physicians, attorneys, dentists, certified public accountants, veterinarians, optometrists, and psychologists. (This list is not exhaustive.)
Most, if not all, of these professions have state licensing boards of some kind. Depending on the licensing board’s requirements, a fictitious business name is required to be filed with the board itself. For example, both the Medical Board of California (which licenses MD’s) and Osteopathic Medical Board of California (which licenses DO’s) require that fictitious business name statements be on file with them (of course, with a filing fee).
This begs the question, if a professional corporation has a fictitious business name statement on file with its licensing board, does it also need a fictitious business name statement on file with the local county clerk? The short answer is yes.
Business and Profession Code sections 17900-17930, the statute that governs fictitious business name statement requirements, makes no mention of any interplay with professional licensing boards’ requirements. So why am I even writing this? Because there is conflicting information floating all over the internet. I have read websites that say that some county clerks do not require a fictitious business name statement to be on file with their office if the corporation has one on file with is professional licensing board. I have yet to come across any such county in California, and the law certainly does not provide for this. Even the Medical Board of California equivocates, stating:
Q: “If an FNP is issued by the Medical Board, am I still required to file for a fictitious name with my local county and city agencies?”
A: “Contact your local county and city agencies. The Medical Board is a state agency and, as such, cannot provide an answer regarding local requirements. The answer may be different, depending upon where the physician is practicing medicine.”
There is no leeway in California law to make any determination other than that which is provided for in Business and Profession Code sections 17900-17930, so the Medical Board’s answer is nonsensical. Do not be fooled — a fictitious business name statement would most definitely be required by California law to be on file with both the professional licensing board and the local county clerk.