How To Change A Foreign Corporation's State Or Place Of Domicile

Allen Matkins
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Allen Matkins

No statutory authority exists in California for a foreign corporation that is qualified to transact intrastate business in California to amend the state or place of domicile.  A foreign corporation desiring to make this change must file with the Secretary of State either an Agreement of Merger or a Certificate of Surrender (Form SURC).   After filing a Form SURC, the foreign corporation will need to file the appropriate form of Statement and Designation by Foreign Corporation to qualify under its new place of domicile.  The Secretary of State has four forms for this, depending upon whether the foreign corporation is a stock corporation, professional corporation, insurer, or nonprofit corporation.

Its Important To Read The Fine Print 

Nevada has a plethora of abandoned mine shafts and they are exceedingly unsafe to enter.  Some, but not all mines, are posted with the following warning sign produced by the Division of Minerals of the Nevada Department of Business & Industries:

 

IMG_4736

 

The over-all message is conspicuous enough, but what about the fine print below the state seal?  It reads:

"Some of the dangers around abandoned mines include:
LOOSE ROCK   BAD AIR   CAVE-INS   RATTLESNAKES
OLD EXPLOSIVES   ROTTEN TIMBERS   FALLING" 

 

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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