It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine. See, e.g., Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851 (2018). However, that proposition is not entirely accurate. Section 2116 provides:
The directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or trustee in bankruptcy for the making of unauthorized dividends, purchase of shares or distribution of assets or false certificates, reports or public notices or other violation of official duty according to any applicable laws of the state or place of incorporation or organization, whether committed or done in this state or elsewhere. Such liability may be enforced in the courts of this state.
As I have previously observed, the plain language of the statute is limited to directors and does not extend to officers. See Court Of Appeal Finally Notices That Section 2116 Says Not A Word About Officers (discussing Colaco v. Cavotec SA, 25 Cal. App. 5th 1172, 1195, 236 Cal. Rptr. 3d 542, 563 (2018)).
More subtly perhaps is the fact that the statute is clearly limited to foreign corporations "transacting intrastate business". This leaves unaddressed the law applicable to directors of corporations transacting interstate, but not intrastate, business in California. It al;so leaves open the question of whether the liability of those directors may be enforced in California courts.
It is also important to remember that "foreign corporation" is defined by Section 171 to include foreign associations (defined by Section 170) and to exclude corporations or associations chartered under the laws of the United States.
[View source.]
