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California Supreme Court Invalidates Statutes Requiring Filing Of Tax Returns To Appear On Presidential Ballot

Yesterday, the California Supreme Court issued its opinion in Patterson v. Padilla, Case No. S257302 (Nov. 21, 2019). At issue was "whether portions of the recently enacted Presidential Tax Transparency and Accountability Act...more

Secretary Of State Declares Enforcement of Gender Quota Law To Be "Entirely Speculative" And Casts Doubt On Rulemaking

In August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law. California's Secretary of State, Alex Padilla, was named as the defendant in his official capacity. The plaintiffs allege...more

Qualifying Your Delaware Trust In California

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

SOS Amends Form LLC-1 To Warn Of Perjury

California Corporations Code Section 17702.07(c) provides that an individual who signs a record authorized or required to be filed under the California Revised Uniform Limited Liability Company Act "affirms under penalty of...more

Can The Secretary Of State Refuse To Enforce California's Board Gender Quota Law?

The constitutional infirmities of California's novel board gender quota law have been remarked on by everyone from former Governor Jerry Brown to the legislative consultants who prepared bill analyses. Now there is a pending...more

This Is One California Filing That A Foreign Corporation May Want To Make

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

Key Unanswered Questions About California's Gender Quota Law

The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law. The legislature has...more

Publicly Held Corporations and Publicly Traded Corporations - Non Bis In Idem?

California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California. Cal. Corp. Code §§ 301.3 & 2115.5. California's older...more

Why The Mandated Report On Female Directors Fails To Provide Meaningful Information

As noted yesterday, the California Secretary of State published a report on its website concerning publicly domestic or foreign corporations with principal executive offices are located in California. This report was required...more

Did The Secretary Of State Break The Law By Amending The Corporate Disclosure Form?

California's Administrative Procedure Act requires that a state agency follow a rigorous notice and comment process when adopting a regulation. Although the APA broadly defines "regulation", forms are excepted. Gov't Code...more

Is Nevada's Broker-Dealer Fiduciary Standard Constitutional?

Recently, I wrote about the Nevada Secretary of State's proposal to adopt regulations implementing legislation that imposes a fiduciary standard on brokers. See Nevada Secretary Of State Unveils Proposed Broker-Dealer...more

Nevada Secretary Of State Unveils Proposed Broker-Dealer Fiduciary Rules

NRS 628A.020 imposes a fiduciary duty on financial planners. In 2017, the Nevada legislature enacted legislation prohibiting broker-dealers and sales representatives from violating the fiduciary duty imposed by NRS 628A.020....more

Secretary Of State Makes Terminating LLCs More Convenient

In June 2017, the California Secretary of State announced the debut of Bizfile, an online portal to help businesses file, search, and order business records quickly and conveniently from one webpage. Over the last year, the...more

Just How Significant Is A Corporation's "Principal Executive Office"?

California's former corporations law required that the articles of incorporation include the county in California "where the principal office for the transaction of the business of the corporation is located". The drafters...more

Some California Implications Of Delaware's New LLC Division Statute

When I first heard about Delaware's new statute establishing a procedure for dividing a limited liability company, I immediately flashed back to High School Biology class and meiosis. In meiosis 1, a single cell divides into...more

While In Nevada, It's Best Not To Impersonate A Corporation

I suppose that some unincorporated persons might be tempted to add "Inc." to give an impression of corporality to their activities. Although Nevada is famously lenient to many vices, impersonating a corporation is not one of...more

12/17/2018  /  Secretary of State

Secretary Of State's Office To Be Tested In Implementing New Gender Quota Law

California's new law imposing gender quotas on boards of publicly held corporations imposes significant new responsibilities on the office of the California Secretary of State. This will put the office in the difficult...more

New Law Empowers The California Secretary Of State To "Monitor And Counteract" False And Misleading Information

I have previously noted how state efforts to police "false news" dates to at least colonial times. See California Considers Following New England Colonists In Outlawing Fake News. Continuing this trend, Governor Brown last...more

State Has No Clue As To How Much Board Gender Mandate Will Cost

Several previous posts have highlighted a bill that would impose a gender mandate with respect to the boards of directors of publicly traded corporations that maintain their principal executive office in California. Having...more

Secretary Of State Finds Business Chatbots And Online LLC-1 Filings

The California Secretary of State's office yesterday announced two improvements to its business website. The first is "Eureka" which is intended to allow the public to navigate the Secretary of State's website using...more

California Gender Equity Quota Bill Advances

An effort by several California legislators to impose gender quotas on publicly held corporations will be heard next week by the Banking and Financial Institutions Committee. SB 826, as amended on April 3, will apply to both...more

Court Presumes LLC Statute Applies Retroactively But Declines To Allow Retroactive Application

Marlene Dietrich reportedly said "When you're dead, you're dead, thats it." At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. ...more

Bill Seeks To Provide Remedy For Unlawful Use Of Personal Identifying Information In Business Filings

Identity theft, including business identity theft, is all too common. In its most straightforward form, the thief simply appropriates the identity of an individual or business and uses that identity to obtain goods,...more

Bill Would Restrain Online Disclosures By The Secretary Of State

California's legislature reconvened last week for the second year of its biennium. Assemblyman Marc Steinorth began the session by introducing a bill requiring the Secretary of State to exclude certain personal information...more

Cannabizfile Comes To California

California Secretary of State Alex Padilla wants to help entrepreneurs in California by launching a new online business portal...more

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