Nonprofit Basics: How To Wind up a California Charity
Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in...more
Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State. A foreign...more
Conversions will soon be less cumbrous for California corporations. Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...more
This week, the U.S. Supreme Court heard oral arguments in National Pork Producers Council v. Ross (Docket No. 21-468). The case involves a challenge to 2018 proposition that, among other things, forbids the sale of "any...more
I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish. It there fore may be no surprise that in California a business trust may be a foreign corporation. Corporations...more
At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies...more
Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code. That statutes provides that “no action shall be instituted or maintained...more
Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met. One of these tests, the so-called "business...more
In 2012, the voters of California approved Proposition 39 which established a Clean Energy Fund for the purpose of "funding projects that create jobs in California improving energy efficiency and expanding clean energy...more
I recently came across and was baffled by the following decision...more
When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized. In California, the merger will be...more
The California General Corporation Law defines "foreign association" as a business organization organized as a trust under the laws of a foreign jurisdiction. Cal. Corp. Code § 170. For purposes of Chapter 21 of the GCL, a...more
The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following...more
In a move that may not please Postmaster General Megan G. Brennan, California Assembly Member James Gallagher has introduced a bill that would effectively require every limited liability company and every foreign limited...more
In a ruling handed down this week, U.S. District Judge Lawrence J. O'Neill addressed whether California law applied to derivative claims apparently brought on behalf of an Oregon entity. I found Judge O'Neill's ruling...more
Chapter 11.5 of the California General Corporation Law currently authorizes the conversion of a corporation into an "domestic other business entity" (defined in section 167.7) such as a limited liability company or a...more
Corporations Code Section 301.3(a) provides: "No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more
Earlier this week, I wrote about two provisions of the California Corporations Code (Sections 2110 and 2111) addressing service on foreign corporations. Technically, these provisions may only apply to foreign corporations...more
Yesterday's post discussed how to effect service on a foreign corporation. Two of three statutory options relate to service on an agent of the corporation. What if an agent cannot be found? Mirabile dictu! The GCL provides...more
Due process requires proper notice. Without notice, all may be for naught. James Joyce's alter ego, Leopold Bloom, took note of this fact in the Cyclops chapter of Ulysses...more
Earlier this week, Kevin M. LaCroix wrote about a lawsuit filed recently against The We Companies, commonly referred to as WeWork. The company has attracted a lot of press attention when in September it withdrew the...more
I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction. Cal. Corp. Code...more
Delaware has enacted a business trust law that governs both domestic and foreign trusts. 12 Del. Code § 3801 et seq. California has no similar law but it does purport to impose certain provisions of its General Corporation...more
Yesterday's post parsed the definition of "subsidiary" in Corporations Code Section 189. Because a subsidiary must be a corporation as defined in Section 162, a subsidiary cannot be a foreign corporation, as defined in...more
The California General Corporation Law defines a "subsidiary" of a specified corporation to be a "corporation shares of which possessing more than 50% of the voting power are owned directly or indirectly through one or more...more