You searched your own name online, or a bank pulled a report on you, or a letter from a state agency showed up with your name on it, and you found something you did not expect. Your name is listed as the chief financial officer of a company you have never worked for, never owned, and never signed a single document for. Maybe you worked there years ago and nobody ever removed you after you left. Maybe you have no connection to the business at all. Either way, your name now sits on a public filing with the California Secretary of State, tied to a company whose finances, taxes, and debts are, at least on paper, partly your responsibility.
This is not a clerical error you can shrug off. California treats a false officer listing as a serious problem, both for the person whose name was used and for whoever put it there. You have real legal exposure, and you have a real legal process to fix it.
Why This Is More Than a Paperwork Mistake
Every corporation registered in California has to file a Statement of Information with the Secretary of State. California law requires every corporation to have a chief financial officer among its listed officers, under Corporations Code section 312, so the CFO slot on that form is not optional. Once that filing is submitted, it becomes public. A bank, a landlord, a credit bureau, a plaintiff's lawyer, or anyone else can pull it up and see your name sitting next to a company you have nothing to do with.
Once your name is attached to that filing, it can follow you into places you would never expect. Lenders reviewing a business loan application may see it and creditors suing or considering suing the company can also see it. If the company itself is a shell being used for fraud, your name is now associated to whatever that shell company does next, not just to the filing you found.
How Does a Company End Up Falsely Listing You as CFO?
Sometimes this is not fraud in the dramatic sense. A former employee's name gets left on the Statement of Information year after year simply because nobody at the company bothered to update the filing after that person left. The form gets refiled with the same information every year, and your name rides along with it long after your actual involvement ended.
In other cases, this looks much more like identity theft. Someone forms a shell company and lists a real person's name and address as an officer to make the filing look legitimate, often without that person ever knowing the company exists. This is not a rare, isolated problem. State lawmakers have identified roughly eighteen thousand businesses registered in California in recent years that appear to misuse real people's personal information this way, frequently so the fraudulent business can apply for loans, government grants, or tax credits under a company that looks legitimate on the surface.
What Legal Exposure Does a False CFO Listing Create?
Tax Agencies May Try to Hold You Personally Responsible
This is the part of a false CFO listing that can create issues later. California's Employment Development Department can assess a company's unpaid payroll taxes personally against an officer, or against any other person who had charge of the company's affairs and willfully failed to pay, under Unemployment Insurance Code section 1735. Tax professionals call this a 1735 assessment, and it arrives addressed to you personally, headed as a notice against you as the responsible person for the company, not against the company itself.
The California Department of Tax and Fee Administration has a similar tool for unpaid sales tax. Under Revenue and Taxation Code section 6829, an officer or other person responsible for filing tax returns or paying the tax can be personally billed for a company's unpaid sales and use tax once the business closes out or stops operating.
Both statutes require the state to prove you actually had control over the company's finances and willfully chose not to pay. If you were never really an officer of the company and never touched a bank account, a payroll run, or a tax filing, you have a strong defense to the underlying liability. But having a defense is not the same as never receiving the notice in the first place. You can still be assessed, and you will still have to respond within the agency's deadlines, appeal if necessary, and prove that your name landed on the filing without your knowledge or authority.
Whoever Filed the False Statement May Have Committed a Felony
California treats knowingly filing a false statement with a public office as a serious crime, not a technicality. Penal Code section 115 makes it a felony to knowingly offer a false or forged instrument for filing with any public office in the state, and California courts have upheld convictions under this statute for exactly this kind of conduct, including a defendant convicted for misrepresenting her own officer title in a filing with the Secretary of State. Whoever placed your name on a Statement of Information without your permission may be exposed to that same kind of felony charge.
How to Get Your Name Off the Record
California created a specific court process for exactly this situation. Under Civil Code sections 1798.201 and 1798.202, a person whose personal information was used without permission in a business entity filing can petition the superior court in the county where they live for an order correcting the record. Before filing that petition, you generally need to have already started a law enforcement investigation into the identity theft, since the statute requires that step as a condition of the petition.
The court can grant this relief on an ex parte basis, meaning you do not necessarily have to wait for a full noticed hearing before getting help. If the court finds your petition meritorious, it will order your name and personal information in the filing to be labeled as impersonated and removed from publicly accessible databases, and that order gets filed directly with the Secretary of State. As of January 1, 2025, the Secretary of State also has the authority to cancel the business entity outright if it fails to file a corrected Statement of Information within 60 days after that order is filed, under a 2024 change in the law.
This is a real, workable process, but it runs through the superior court, not a phone call or an email to the Secretary of State's office. The Secretary of State's office does not investigate whether the officers named in a filing are accurate. It records what the company submits and certifies the information as true and correct on the company's word, not on any independent check.
What NOT to Do Without Consulting With Counsel
Do not assume this problem will resolve itself if you wait. Tax assessments accrue interest, and the longer a fraudulent filing sits in the public record, the more places it can surface and the more damage it can do to your name. Do not treat a phone call to the Secretary of State as a solution. Their office processes filings as submitted. It does not investigate or adjudicate disputes about who really is or is not an officer of a company.
Documents to Gather
Before you call an attorney or file a police report, start pulling together the paper trail you will need:
- A certified copy of the Statement of Information listing your name, available through the Secretary of State's business search tool
- Any notice you received from the EDD, the CDTFA, the IRS, a lender, or a credit bureau connecting you to the company
- Proof of your actual relationship, or lack of one, to the company, such as employment records showing when you left, or a clear statement that you have never had any relationship with the business at all
- A copy of any police report you file, since the Civil Code process requires an active law enforcement investigation before a court will consider your petition
When to Bring in an Attorney
If a tax agency has already sent you a personal assessment notice, if you have been named in a lawsuit connected to the company, or if the company that listed you is unresponsive or appears to be part of a larger fraud scheme, you need a business litigation attorney involved quickly. The petition process under the Civil Code has real procedural requirements, and a tax assessment carries its own appeal deadlines that will not wait while you try to sort this out alone.
The Takeaway
A false CFO listing is not a paperwork glitch you can set aside and forget. California law gives you a real path to get your name off the record, but that path runs through the superior court and, in most cases, a law enforcement report first. The sooner you start that process, the less time a fraudulent filing has to damage your credit, your tax record, and your name.
Talk to LawPLA About Protecting Your Name and Your Business
If you have discovered your name on a business filing you never authorized, the sooner you get counsel involved, the more options you have to limit the damage. LawPLA works with California business owners statewide to protect their business, livelihood, and legacy. Call our office at 213-293-7881 or reach us through the Contact Form below to talk about your situation.
Frequently Asked Questions
Can I be held personally liable for a company's unpaid taxes if I was never actually its CFO?
You can still receive a personal assessment notice from the EDD or the CDTFA even if you were never really involved, because these agencies often start their collection efforts with whoever is named as an officer on file. But both Unemployment Insurance Code section 1735 and Revenue and Taxation Code section 6829 require the state to prove you had actual control over the company's finances and willfully failed to pay. If your name was added without your knowledge, that is a real defense, though you will still need to respond to the notice and may need to appeal it within the agency's deadlines.
How do I get the California Secretary of State to remove my name from a fraudulent filing?
The Secretary of State's office does not investigate or remove names on its own initiative. You need a court order under Civil Code sections 1798.201 and 1798.202, obtained by petitioning the superior court in the county where you live after reporting the identity theft to law enforcement.
Is falsely listing someone as a corporate officer a crime in California?
It can be. Penal Code section 115 makes it a felony to knowingly file a false statement with a public office, and California courts have applied this statute to Statement of Information filings that misrepresent a company's officers.
Do I need to file a police report before I can fix this?
Generally, yes. The court process under Civil Code section 1798.201 requires that you have already initiated a law enforcement investigation into the unlawful use of your personal information before the superior court will consider your petition.