The Statement of Information required pursuant to California Corporations Code Section 1502 is not required to be signed under penalty of perjury. However, the statute does require that the corporation (not the individual...more
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
The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability...more
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
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
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
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
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
Yesterday's post mentioned mentioned Chapter 17 of the California General Corporation Law which governs service of process in addition to the provisions of the California Code of Civil Procedure. Corporations Code Section...more
The California Code of Civil Procedure sets forth the general rules governing the service of summons. Cal. Code Civ. Proc. §§ 415.10 - 415.95. Chapter 17 of the General Corporation Law adds to these provisions. In some...more
The California Secretary of State's online Business Search is easy to use and provides quick access to key corporate documents. According to the Secretary of State, Business Search provides free access to PDF copies over 17...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
In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes. His errors are volitional and are the portals of discovery". Alas, not every person filing a corporate record is a "man of...more
The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office....more
The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal...more
On occasion, someone might perceive that they have been improperly appointed as a director or officer of a corporation. If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the...more
The word "emoji" is the romanization of two Japanese words (絵 and 文字) that together mean picture character. Emojis essentially marry an ancient form of writing, pictography, to a modern technology, smart phones....more
Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act. As amended, the bill would require foreign corporations that register to transact...more
Last week, I wrote about an unsuccessful challenge to the activities of the Office of Elections Cybersecurity within the California Secretary of State's office: Is The California Secretary of State Monitoring What You Publish...more
The first law signed by California's first Governor, Peter Burnett, was the The Act Concerning the Public Archives (Chapter 1, Statutes of 1850). The act instructed the Secretary of State, William Van Voorhies, to classify...more
In 2018, the California legislature established a "ministry of truth" within the California Secretary of State's office - the Office of Elections Cybersecurity. By statute, the OEC has a duty “to monitor and counteract false...more
On Monday, four California state senators introduced a bill, SB 261, that would require businesses to prepare and submit climate-related financial risk reports. The bill would apply to any corporation or other business...more
The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited...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