Nonprofit Basics: How To Wind up a California Charity
Beginning January 1, 2024, many companies became subject to the beneficial ownership reporting requirements of the Corporate Transparency Act. The Financial Crimes Enforcement Network (FinCEN) estimated that the total costs...more
Last month, California State Senator Monique Limón introduced a bill, SB 1168, that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more
Over the years, I have been frequently called to assist in cases of wrongful termination. Rarely have I encountered the converse - the formation of an entity using a stolen identity. Fortunately, the Civil Code has created a...more
During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its...more
Last summer, I noted that the California Secretary of State's form of certificate of cancellation for limited partnerships required the statement that upon filing a certificate of cancellation, a limited partnership's powers,...more
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...more
A corporation with an "active-pending termination" status can be returned to Active status by filing a Revocation of Election to Terminate, also known as a Revocation of Election to Wind Up and Dissolve, that meets the...more
The term "article" has an interesting etymology. It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect things together....more
Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met. One of these tests, the so-called "business...more
I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676. However, the first two sentences of the ruling left me baffled...more
The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability...more
As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes. In her motion to dismiss, the Secretary of...more
In California, all LLCs are required to periodically file a Statement of Information with the Secretary of State. The Statement of Information is posted to the Secretary of State’s website, and can be accessed by the public...more
Readers of this space will know that the California's board diversity statutes apply to "publicly held corporations" and that California's corporate disclosure law applies to "publicly traded corporations". Although these...more
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
When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized. In California, the merger will be...more
Section 2117 of the California Corporations Code requires every foreign corporation (other than a foreign association) that is qualified to transact intrastate business to file a statement of information. The initial...more
The California General Corporation Law defines "foreign association" as a business organization organized as a trust under the laws of a foreign jurisdiction. Cal. Corp. Code § 170. For purposes of Chapter 21 of the GCL, a...more
Jesse Fried is the Dane Professor of Law at the Harvard Law School. He and Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate...more
California's female and underrepresented communities quota requirements apply to "publicly-held corporations". California's Corporate Disclosure Statement requirement applies to "publicly-traded corporations". California's...more
The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following...more
Ten years ago today, I penned an opinion piece decrying the inconsistencies of California's statutory requirements for entity names....more
Corporations Code Section 301.3(a) provides: "No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more
Yesterday, I noted that the California Secretary of State's office is mailing reminder letters to certain "publicly held" and "publicly traded" corporations. The letter explains that these are two different categories...more
The California Secretary of State's business programs division is reminding some corporations of their annual filing obligation and California's new female director quota legislation. The reminder is being mailed to...more