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California Articles of Incorporation

Allen Matkins

Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

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California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business".  Thus, if the authorized number of directors is 7 and there...more

Allen Matkins

How Will The Secretary Of State Know A Corporation's Purpose?

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Yesterday I wrote about my concern that about the constitutionality of  SB 1168 (Limón).  This bill  would allow the California Secretary of State to cancel the articles of incorporation or the filing of a statement and...more

Allen Matkins

Does Bill Authorizing The Secretary Of State To Cancel Corporations Have An Illegitimate Purpose?

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Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1186, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a...more

Allen Matkins

"The Secretary Of State Has No Issue With Bimbo" - Should She?

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A dozen years ago, I posed the question of whether it might be possible to incorporate under a crass, indecent or otherwise offensive name.   That post mentioned the Court of Appeal's holding in Lee v. Superior Court, 9...more

Allen Matkins

Does California Or Colorado Law Apply To The Articles Of Incorporation of A Colorado Corporation?

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I suspect that many practitioners would assume that the law of the state of incorporation would determine the viability of an exculpation clause in a corporation's articles of incorporation.  Thus, I was surprised to read...more

Allen Matkins

Why It Is Impossible To File Articles Of Incorporation And A Statement Of Information Simultaneously And A World Without Chevron

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A California corporation begins existence upon the filing of its articles of incorporation.  Cal. Corp. Code § 200(c).  The filing of initial articles of incorporation starts a 90 day clock on the filing of the newly hatched...more

Allen Matkins

If Corporate Charters Are Contracts, Must They Be Signed By The Corporation?

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Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023).   This was a case that I...more

Allen Matkins

Amending Articles Of Incorporation When The Corporation No Longer Exists - Here's How

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California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date.  I very seldom encounter such as provision in...more

Allen Matkins

Articles Of Incorporation Doom Representational Standing

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The Short Term Rental Alliance of San Diego is an advocacy and education organization whose members include landlords and hosts with at least one single-family short-term rental property located in the “San Diego Coastal...more

Allen Matkins

Creditor Stung By Academy Of Motion Picture Arts And Sciences Bylaws

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When a judgment creditor sought delivery of her debtor’s Oscar statuette, under the Enforcement of Judgments Law (EJL). (Code Civ. Proc., § 680.010 et seq., the Academy of Motion Picture Arts and Sciences ("AMPAS")...more

Allen Matkins

Is The Right To Sue Officers A Power, Preference Or Special Right?

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Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation.  (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). ...more

Allen Matkins

Documents Filed With The Secretary Of State Do Not Qualify For Anti-SLAPP Protection

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An individual formed a nonprofit public benefit corporation, Xi'an Jiaotung University Alumni Association of Norther California by filing articles of incorporation with the California Secretary of State.  Thereafter, he filed...more

Allen Matkins

For A Limited Time Only - California Is Giving Away Corporations, LLCs And More!

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 As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees.  This waiver will last until June 30,...more

Allen Matkins

Where To Find Common Stock In The California General Corporation Law

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As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock".   Common shares are shares that have no preference over other shares with respect to...more

Allen Matkins

Don't Bank On Using "Bank" In A URL

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About eight years ago, I wrote about Section 201(a) of the California Corporations Code which prohibits the Secretary of State from filing articles of incorporation  setting forth a name in which “bank,” “ trust,” “trustee,”...more

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