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
In April, I wrote about AB 2431 which modifies the statement of information a statement requirement for LLCs. In 2020, the legislature enacted AB 3075 (Gonzalez) to require that statements of information filed with the...more
The term "article" has an interesting etymology. It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect things together....more
Diversity jurisdiction of the federal courts requires complete diversity of citizenship. 28 U.S.C. § 1332. If a party is a corporation, then it becomes necessary to determine the location of the corporation's citizenship. ...more
Last week saw the first publicly disclosed uses by the UK Government of its new and expansive powers to investigate deals on national security grounds under the National Security and Investment Act (“NSIA”), which came into...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
North Carolina businesses that use an assumed business name must register it with the North Carolina Secretary of State before December 1, 2022, in order for the assumed business name to remain active....more
In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system. A ceremonial charter is basically a charter printed by the Nevada Secretary of State's office on colored...more
The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability...more
California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met...more
Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number. E.g., Cal. Corp. Code §§...more
As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes. In her motion to dismiss, the Secretary of...more
The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office. Cal. Corp. Code § 16303. ...more
Gertrude Stein's 1933 book The Autobiography of Alice B. Toklas is well known. Her 1937 sequel, Everybody's Autobiography, is not. Despite the relative obscurity of Everybody's Autobiography, one line of the book is known...more
Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs. The challenge then...more
Governor Jerry Brown signed a bill into law on Sept. 30 that requires publicly held companies headquartered in California to include women directors on their board of directors. SB 826 requires California-based public...more
California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,...more
Following the publication and consultation on a green paper earlier this year the UK Government has now published new takeover rules, adding new thresholds to the relevant provisions of the UK Enterprise Act giving the...more
The little bird who suggested to us (see last month's ICYMI) that the Oregon Secretary of State would clarify new requirements for Oregon company articles of incorporation and articles of organization (effective January 1,...more
Many have questioned whether President Donald Trump, who as a businessman called the Foreign Corrupt Practices Act (FCPA) a "horrible law" in 2012, would seek to change the law, its enforcement or both. However, recent...more