Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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SEC Overlooks Nevada’s Transfer Agent Licensing Laws

Transfer agents provide a number of crucial services, primarily for publicly traded companies. Among other responsibilities, they maintain ownership records, record security transfers, issue and cancel certificates and...more

9/23/2016 - Licensing Rules Publicly-Traded Companies Regulatory Standards Secretary of State Transfer Agents

Court Allows An Exhausted FTC To Serve Summons On The California Secretary Of State

The Federal Trade Commission is not pleased with Discountmetalbrokers, Inc. In fact, the FTC is so unhappy with the company that it filed a complaint alleging that the company held itself out as a legitimate seller of gold...more

7/19/2016 - Cal Code of Civil Procedure Corporate Officers Enforcement Actions FTC Secretary of State Service of Process

Over 1,000 Nevada Business Entities To Lose Their Registered Agent

In 2007, Nevada adopted the Model Registered Agents Act. It is currently one of 10 states to have done so (plus the District of Columbia). Nevada’s enactment of the model act may have been predestined by the fact that the...more

6/3/2016 - Designated Agent Secretary of State

How To Revive A Suspended Corporation

Yesterday’s post concerned the circumstances that will cause the California Franchise Tax Board to suspend a corporation’s rights, powers, and privileges to conduct business in California. Suspension, however, is reversible,...more

5/12/2016 - Corporations Code Franchise Tax Board Revivor Secretary of State Suspensions

Suspension By The Franchise Tax Board

Yesterday’s post concerned the two circumstances in which the Secretary of State might suspend a corporation. The California Franchise Tax Board will suspend a corporation if it fails to pay taxes, penalties, fees or...more

5/11/2016 - Corporations Code Franchise Tax Board Secretary of State Suspensions Transacting Intrastate Business

Corporate Suspension By The California Secretary Of State

In California, a corporation may find its powers, rights and privileges suspended by either the Secretary of State or by the Franchise Tax Board.  Today’s post discusses the two roads to suspension by the California Secretary...more

5/10/2016 - Corporations Code Franchise Tax Board Revenue & Taxation Code Secretary of State Suspensions

SEC Alleges LLC Names Were “Deceptively Similar”, But What Would The California SOS Do?

Yesterday, the SEC announced that it had filed a complaint against a securities professional alleging that he had defrauded “two institutions he solicited to invest in a shell company he controlled whose name was deceptively...more

3/29/2016 - Enforcement Actions Likelihood of Confusion SEC Secretary of State Securities Fraud

Do The Secretary Of State’s Criteria For Determining “Generally Recognized Presidential Candidates” Violate The APA?

Earlier this week, the California Secretary of State released his list of “generally recognized presidential candidates”. These are the individual whose names will appear on California’s June 2016 primary ballot. The...more

2/10/2016 - Administrative Procedure Act Political Candidates Political Parties Presidential Elections Secretary of State

Promises, Promises: Secretary of State Admits California Can’t Accommodate Cumulative Voting

California’s 1879 Constitution enshrined cumulative voting as a constitutional right. Cal. Const. of 1879, Art. XII, § 12 (repealed). The 1931 California General Corporation Law continued mandatory cumulative voting. When...more

2/8/2016 - General Corporation Law Local Elections Secretary of State

Blasphemous Corporate Names

Yesterday’s post considered the question of whether the California Secretary of State could refuse to accept offensive corporate names. Blasphemous corporate names constitute a subset of offensive names because they are...more

12/30/2015 - Legal Entity Identifiers Offensive Language Secretary of State

Can The Secretary Of State Reject Disparaging Business Entity Names?

Section 2(a) of the Lanham Act bars the Patent and Trademark Office from registering scandalous, immoral, or disparaging marks. 15 U.S.C. § 1052(a). However, the United States Court of Appeals for the Federal Circuit sitting...more

12/29/2015 - Business Entities Disparagement Secretary of State

Proposed Initiative Seeks Vote On California Nationhood

Earlier this month, California’s Secretary of State announced that the proponent of a California nationhood proposal may circulate the initiative for signature.  The proponent must secure the signatures of 365,880 registered...more

9/30/2015 - Citizen Initiative Campaigns Secretary of State

Will You Be Gulled By This Notice?

Some Nevada corporations have been receiving the above notice and paying a $150 fee to the Division of Corporate Services. According to the Nevada Secretary of State...more

8/4/2015 - Filing Fees Fraud Greece Secretary of State

Nevada To Allow Corporations To Stiff Charon

Unsuccessful corporations often fall into an eternal desuetude. Having nothing, no one wants to pay the Secretary of State to complete their dissolution. Because they don’t file the required annual lists and pay the annual...more

6/11/2015 - Corporate Dissolution Dissolution New Regulations SEC Secretary of State

June 30 Deadline Looms For Foreign Lending Institutions

California Corporations Code Section 191(d) provides that a “foreign lending institution” will not be considered to be “doing, transacting or engaging in business” in California solely by reason of engaging in specified...more

6/10/2015 - Banking Sector Doing Business Foreign Corporations Lenders Principal Place of Business Secretary of State

Unregistered Foreign LLCs – Are They In Violation?

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries.  Why, for example, did the legislature deem it necessary to change the...more

2/10/2015 - Derivative Suit Foreign Corporations LLC Pleading Standards RULLCA Secretary of State

Some LLC Names Slip Past California’s Statutory Ban

The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more

1/22/2015 - ALJ Corporations Code Limited Liability Companies RULLCA SEC Secretary of State

Nevada Secretary Of State Denies Hacking Claim

Recently, Cytta Corp., a small Nevada corporation, filed this Form 8-K reporting that it had “discovered that it was the victim of an online hacking incident on October 30th, 2014 in that, unauthorized person or persons...more

11/17/2014 - Hackers Portal Secretary of State Websites

Governor Signs Bill Narrowing Grounds For Business Entity Reinstatement

Over the years, I’ve received several calls asking what can be done when a business entity has been wrongfully terminated. Answering this question became a bit easier in 2006 with the enactment of AB 2588 (Runner) which...more

9/30/2014 - Business Interruption New Legislation Reinstatement Secretary of State

SB 1272 (NKA Proposition 49) – The Secretary of State

Last week, I wrote that Governor Brown had allowed SB 1272 to become law without his signature. To say that SB 1272 became law is an hyperbole because, as Governor Brown observed, the bill “has no legal effect whatsoever”. ...more

7/28/2014 - Ballot Measures Citizens United Citizens United v Federal Election Commission Constitutional Amendment New Legislation SCOTUS Secretary of State

Are Proper Names In A Language?

My last name is Bishop. In Spanish, it would be Obispo. If I included Obispo in a corporate name, would that be acceptable to the Secretary of State?...more

5/21/2014 - Business Formation English-Only Rules Secretary of State

In This Church Versus State Battle, The State Prevailed

Borrowing a bon mot from the riding arena, there are two kinds of California corporate lawyers, those who have had a filing rejected by the Secretary of State’s office and those that will. As almost every corporate lawyer in...more

9/6/2013 - Articles of Incorporation Catholic Church Churches Religion Secretary of State

Legislature Acts To Forestall Business Filings Götterdämmerung

Anyone who has submitted a business filing to the California Secretary of State’s office know that a serious problem exists. At present, the Secretary of State has 122,000 documents waiting to be filed. The delays are simply...more

5/9/2013 - Delays New Legislation Secretary of State

Legislature Imposes New Penalty On LLCs

As I discussed in this earlier post, “transacting intrastate business” is not the same as “doing business” in this state. Foreign corporations and limited liability companies must register with the Secretary of State if they...more

1/31/2013 - Filing Deadlines Foreign Corporations LLC Penalties Secretary of State Transacting Intrastate Business

Nevada Legislature May Prohibit The Establishment of Corporations For “Illicit Purposes”

Nevada’s legislature meets in regular session every other year for 12o consecutive calendar days. Nev. Const. Art. II, § 4 and NRS 218A.078. Although the 77th session does not start until February 4, legislators are already...more

1/14/2013 - Gambling Incorporation Prostitution Secretary of State

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