Also known as: distinguishable on the records · distinguishable
Written by attorneys · grounded in primary & secondary sources — see below
A standard applied to proposed entity names that requires the name to differ from existing names in official state filings so that the secretary of state can accept it for registration without creating record confusion. The test disregards words or abbreviations that merely indicate entity type and focuses on whether the core name elements create a distinct entry in the records.
After an unlawful search of Arjun's bag yielded schematics, agents received an anonymous tip weeks later and used a subpoena plus voluntary coworker interviews to obtain server logs. The logs reached the government through independent lawful steps that broke any chain to the initial illegality.
Drake Logistics, a foreign limited liability partnership, sought to register its name in a new state. The secretary of state compared the proposed name against existing records and approved registration because the core words created a distinct entry even after ignoring entity-type abbreviations.
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Dynamic Solutions applied to use a name already on file for another entity. The secretary of state granted authorization only after the existing entity delivered written consent and an undertaking to adopt a new name that would create a separate record entry.
Desert Oil sought to register a name nearly identical to an existing in-state entity. The secretary of state rejected the filing because the core words were not sufficiently different to produce a separate record, prompting the company to adopt an alternate name.
Duarte Shipping attempted to register a name already reserved by another firm. The secretary of state required proof that the names would occupy distinct record slots before allowing the filing, forcing the company to modify its proposed name.
Denise Donovan's new entity sought a name matching an existing corporation's record entry. The secretary of state denied registration until the existing entity consented and agreed to change its name, ensuring the new filing would stand alone in the records.
The test compares the core words and phrases of the proposed name against existing names while disregarding entity-type indicators such as Inc., LLC, or L.P. If the remaining elements create a separate entry in the secretary of state's records, the name qualifies for registration.
Supporting sources
Yes. When the owner of a conflicting name consents in a record and undertakes to change its own name to one that is distinguishable on the records, the secretary of state may authorize use of the proposed name.
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No. Filing acceptance by the secretary of state confirms only that the name meets the distinguishable-upon-the-records test for registration purposes. It does not confer exclusive rights against prior users or resolve unfair-competition claims.
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…subject. See MCFL , 479 U. S., at 259, n. 12 (stating that 2 U. S. C. §441b’s expenditure restriction “is of course distinguishable from the complete foreclosure of any opportunity for political speech that we invalidated in the state referendum context in . . . Bellotti ” (emphasis added)). The majority grasps a…