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 corporation that does not transact intrastate business in the state is under no obligation to register with the Secretary of State, but nothing prohibits a foreign corporation from voluntarily registering. To paraphrase Alfred Lord Tennyson, is it better to have registered and lost than to have never registered at all?*
Apparently not. In Trajkovski Invest AB v. I.Am.Plus Electronics, Inc., U.S. Dist. Ct. (C.D. Cal.) Case No. 2:21-cv-04246-ODW (JEMx), I.Am.Plus filed a motion seeking relief from a judgment. Trajkovski argued that I.Am.Plus had lost its privilege to litigate because its registration as a foreign corporation had been been forfeited. I.Am.Plus countered that because it was not transacting intrastate business, it was under no obligation to register. Judge Otis D. Wright, II, however, ruled that "once a foreign corporation does register, if the corporation later forfeits that registration, "[a] status of 'forfeited' applies . . . and holds the same legal consequences as a 'suspension' for a domestic corporation." (citing MS & Sons Hosp., LLC v. DB Ins. Co., Ltd., No. CV 20-1994 JGB (SHKx), 2022 WL 1395329, at *5 (C.D. Cal. Apr. 7, 2022) (citing Alhambra-Shumway Mines, Inc. v. Alhambra Gold Mine Corp., 155 Cal. App. 2d 46, 50 (1957))). As a result, Judge Wright declined to rule on the respondent's motion. He did allow the respondent the opportunity to renew its motion after reinstating its status, subject to the deadlines in Rule 60(c) of the Local Rules.
* In Memoriam A.H.H.