"Center for Health Transformations" sounds like a nonprofit advocacy group promoting changes to the American healthcare system that are in the public interest. But it's not: it's a for-profit venture of "The Gingrich Group" that promotes his agenda and those of his business clients who pay handsomely to participate (which, of course, is not lobbying).
In order to avoid deception of those with whom they interact, state laws generally require that for-profit ventures have names that include "Company," "Corp." or "Inc.," or depending on the type of entity may include "LLP" or "LLC." So is "Center for Health Transformations" a lawful and proper name? Or is it operating deceptively and/or outside the law?
This is a work in process with feedback needed on next steps.
New York Times reporters Mike Mcintire and Jim Rutenberg, have written about how Mr. Gingrich's company "Center for Health Transformation" is a for-profit company with a name that appears to be a nonprofit organization. For example in one story, they indicated that it took a Congressional staff member a year of working with the Center before he realized it was a for-profit company and that the "members" of the Center they were discussing were actually fee-paying clients of the firm.
The Gingrich Group admits that both it and Center for Health Transformations are for-profit companies. For example, on the Center’s web site, a small page footer states, “The Center for Health Transformation and The Gingrich Group are corporate for-profit organizations not affiliated with any other corporation or organization.”
But the question remains, is the Center’s nonprofit-sounding name a proper or improper name? Let’s assume for this analysis, as seems most likely, that the firm is subject to Georgia law. The Georgia Secretary of State's office website indicates what is required for a business corporation name.
There are two ways to apply for a company name: one is to “reserve” a name that you plan to use for your company, and the other is to go ahead and file the papers for the new company.
To reserve a corporate name, you use the Secretary of State’s Corporations Division web site for forming a new entity.
Then click on "Name Reservation - Online Form" which takes you to "this page of announcements and FAQs".
From there, click on "Click to Continue" which takes you to this page with the name reservation form.
This name reservation form contains the following requirements:
Name to be reserved : [blank to insert name] * Required
Enter the exact name of the corporation. Must contain the word 'Corporation', 'Incorporated', 'Company', 'Limited', 'Limited Liability Company', 'Limited Company', 'LTD. Liability Company', 'L.L.C.', 'L.C.', 'Limited Partnership', 'L.P.', 'LTD. Partnership' or the abbreviation of one of these words.
Alternatively, if you want to file your new corporation’s papers immediately, you can use the Corporations Division main “Creating a New Entity” page by using the "File Corporation Online" link which takes you to this page.
Click "Click to Continue" to get to this page.
Then select "Profit Corporations" and click "Go" which takes you to the new corporation application form.
Here, you either need to fill in the name reservation number derived from the previously described process, or else enter the new name. For a new name, the form requires:
Name: [blank to complete] * Required Enter the exact name of the corporation. Must contain the word 'Corporation', 'Incorporated', 'Company', 'Limited', or an abbreviation of one of these words.
The above requirements are reflective of Georgia corporation law set forth in Georgia Code section 14-2-401 as follows:
(a) A corporate name:
(1) Must contain the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the abbreviation 'corp.,' 'inc.,' 'co.,' or 'ltd.,' or words or abbreviations of like import in another language;
(2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Code Section 14-2-301 and its articles of incorporation;
(3) May not contain anything which, in the reasonable judgment of the Secretary of State, is obscene; and
(4) Shall not in any instance exceed 80 characters, including spaces and punctuation.
The GA Secretary of State does not control use of so-called “doing business as” (DBA) or “fictitious” names. As indicated on an FAQ page:
What does issuance of a name by the Secretary of State mean?
Under Georgia law, O.C.G.A. 14-2-401 (profit) and 14-3-401 (nonprofit), issuance of a name by the Secretary of State means merely that the name is distinguishable for filing purposes from the names of other entities on the records of the Corporations Division. You will note that subsection (e) provides that “this chapter does not control the use of fictitious or trade names” and that “issuance of a corporate name does not affect the commercial availability of the name.” Many names that are issued by the Corporations Division might not be available for use in the marketplace.
Are trade names registered with the Secretary of State?
No. Pursuant to O.C.G.A. 10-1-490 trade names are registered with the Clerk of Superior Court of the county where the business is principally located. A trade name is also known as a “DBA” or “fictitious name.”
These statements about fictitious names are also reflective of Georgia Code section 14-2-401:
(e) This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to subsection (b) of this Code section. Issuance of a corporate name does not affect the commercial availability of the name.
(Incidentally, the use of “fictitious names” is common throughout the U.S. See this state-by-state information from the U.S. Small Business Administration (SBA))
But does the Georgia Code language mean it's OK to use a name for a for-profit corporation that does not include the legally-required components (Corp., Inc., etc.) as long as you file a fictitious name filing? It's an interesting question, and feedback from those familiar with Georgia practice would be appreciated.
However, that question may be moot if there was never a proper fictitious name filing.
According to the Center’s web site, its office in Georgia is located in Atlanta which is in Fulton County. A telephone call to the Fulton County Superior Court Clerk’s office revealed that the Recording Division is the office that handles DBA or fictitious name filings. A representative of the Recording Division stated that there is no fictitious or DBA name filing for the Center in their office. The office also indicated that such names are not searchable online. You can only inquire by telephone for one name, and they will only tell you if the name is registered or not over the phone.
Further research and help needed: First, see local practice question posed three paragraphs above. Also, what other steps can be taken to check on the filing of this name in Georgia? Are there other local clerk’s offices that should be checked for a proper filing? Should other locations where the Center has offices be checked, i.e., Washington, DC and St. Louis, MO?
Thanks for your feedback.