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
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
California famously applies many of the provisions of its General Corporation Law to foreign corporations that meet the specific tests set forth in Corporations Code Section 2115. The first of these tests is a business test -...more
A foreign corporation that transacts intrastate business in California must first obtain a certificate of qualification from the California Secretary of State by filing a statement of designation. Cal. Corp. Code § 2105(a)....more
Last Friday, the Sixth District Court of Appeal held that a corporation's recording of a an abstract of judgment while suspended was a procedural matter that was retroactively validated when its corporate powers were...more
A foreign corporation registering with the California Secretary of State to transact intrastate business must, among other things, designate an agent for service of process in California. Does this amenability to service...more
Section 2116 of the California Corporations Code generally provides that the directors of a foreign corporation transacting intrastate business in California will be liable for a violation of official duty according to any...more
A recent ruling by U.S. District Court Judge Otis D. Wright II illustrates how it may be easier to enter California than to leave it. Real v. St. Jude Med., Inc., 2017 U.S. Dist. LEXIS 47081 (C.D. Cal. Mar. 29, 2017)...more
Some words are easily confused such as hyperthermia and hypothermia. In the case of the former, one is overheated and in the case of the latter, one is not warm enough. The difference becomes more understandable when one...more
Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don’t appreciate it when their legal offerings are undermined by...more
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