News & Analysis as of

Transacting Intrastate Business

Benesch

Transportation Brokering, Double Brokering, Co-Brokering, Interchange, and Interlining - Legal Rules in the Era of Fraud

Benesch on

Double brokering has emerged as a hot topic in this era of supply chain fraud, hostage loads, and cargo theft. The term “double brokerage” is used sweepingly as a reference to a wide range of operational practices where the...more

Troutman Pepper

Lawsuit Highlights the Complexity of Regulating the Intrastate Use of Marijuana

Troutman Pepper on

One of the most interesting aspects of marijuana law and policy in the U.S. is its tendency to strike at our most foundational democratic principles. In 2005, the U.S. Supreme Court held, in Gonzales v. Raich, that Congress...more

Allen Matkins

In This Case It May Have Been Better To Have Never Registered At All

Allen Matkins on

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

Allen Matkins

Delaware Statutory Trusts And The California General Corporation Law

Allen Matkins on

Delaware has enacted a business trust law that governs both domestic and foreign trusts. 12 Del. Code § 3801 et seq. California has no similar law but it does purport to impose certain provisions of its General Corporation...more

Allen Matkins

Parents, Subsidiaries And Section 2115

Allen Matkins on

California famously applies many of the provisions of its General Corporation Law to foreign corporations that meet the specific tests set forth in Corporations Code Section 2115. The first of these tests is a business test -...more

Allen Matkins

This Is One California Filing That A Foreign Corporation May Want To Make

Allen Matkins on

A foreign corporation that transacts intrastate business in California must first obtain a certificate of qualification from the California Secretary of State by filing a statement of designation. Cal. Corp. Code § 2105(a)....more

Allen Matkins

Reinstatement Held To Validate Retroactive Recordation Of Lien

Allen Matkins on

Last Friday, the Sixth District Court of Appeal held that a corporation's recording of a an abstract of judgment while suspended was a procedural matter that was retroactively validated when its corporate powers were...more

Allen Matkins

Some California Implications Of Delaware's New LLC Division Statute

Allen Matkins on

When I first heard about Delaware's new statute establishing a procedure for dividing a limited liability company, I immediately flashed back to High School Biology class and meiosis. In meiosis 1, a single cell divides into...more

Allen Matkins

Court Rules Registration To Transact Intrastate Business Does Not Establish General Jurisdiction

Allen Matkins on

A foreign corporation registering with the California Secretary of State to transact intrastate business must, among other things, designate an agent for service of process in California. Does this amenability to service...more

Allen Matkins

Court Of Appeal Finally Notices That Section 2116 Says Not A Word About Officers

Allen Matkins on

Section 2116 of the California Corporations Code generally provides that the directors of a foreign corporation transacting intrastate business in California will be liable for a violation of official duty according to any...more

Snell & Wilmer

Trademark Rights Based on Common Law or Federal Registration

Snell & Wilmer on

This article analyzes trademark rights depending on: (1) whether a user is relying on common-law rights or a federal trademark registration, (2) the effective date on which a user’s rights began, and (3) the geographical...more

Allen Matkins

This Foreign Corporation’s Status May Be Forfeited, But The Resident Agent Remains

Allen Matkins on

A recent ruling by U.S. District Court Judge Otis D. Wright II illustrates how it may be easier to enter California than to leave it. Real v. St. Jude Med., Inc., 2017 U.S. Dist. LEXIS 47081 (C.D. Cal. Mar. 29, 2017)...more

Allen Matkins

Interstate Versus Intrastate Business – What’s The Difference?

Allen Matkins on

Some words are easily confused such as hyperthermia and hypothermia. In the case of the former, one is overheated and in the case of the latter, one is not warm enough. The difference becomes more understandable when one...more

Allen Matkins

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Allen Matkins on

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don’t appreciate it when their legal offerings are undermined by...more

Polsinelli

SEC Adopts Changes to Regulation D and Intrastate Offerings and Proposes Use of “Universal Proxy Cards” in Contested Director...

Polsinelli on

On Oct. 26, the Securities and Exchange Commission adopted final rules increasing the threshold for offerings made under Rule 504 of Regulation D and broadening the intrastate offering exemption afforded by Rule 147. These...more

Cozen O'Connor

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings

Cozen O'Connor on

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more

Manatt, Phelps & Phillips, LLP

SEC Eases Rules on Intrastate Crowdfunding

On October 26 the Securities and Exchange Commission (SEC) unanimously adopted new and amended rules aimed at making it easier for companies to raise money from investors through intrastate and small offerings....more

Ballard Spahr LLP

SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

Ballard Spahr LLP on

The Securities and Exchange Commission (SEC) has adopted final rules modernizing and expanding the ways in which smaller companies can raise capital. Rule 147 of the Securities Act of 1933, as amended, provides a safe...more

Lowndes

NOTICE: SEC Adopts Rules to Facilitate Intrastate and Regional Securities Offerings

Lowndes on

On October 26, 2016, the Securities and Exchange Commission (SEC) adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and regional securities offerings....more

Morrison & Foerster LLP

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings - Updated

Morrison & Foerster LLP on

On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final...more

Allen Matkins

Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Allen Matkins on

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an...more

Stinson - Corporate & Securities Law Blog

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

Morrison & Foerster LLP - JOBS Act

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings

On October 26, 2016 at an open meeting, the SEC adopted final rules regarding intrastate and regional offerings, which closely follow the SEC’s proposed rules issued on October 30, 2015. The final rules amend Securities Act...more

Smith Anderson

A New Path to Capital Opens for North Carolina Businesses

Smith Anderson on

The NC PACES Act: “Providing Access to Capital for Entrepreneurs and Small Business” is expected to be signed into law very soon. After years in the making, “intrastate” crowdfunding is coming to North Carolina. ...more

Allen Matkins

Suspension By The Franchise Tax Board

Allen Matkins on

Yesterday’s post concerned the two circumstances in which the Secretary of State might suspend a corporation. The California Franchise Tax Board will suspend a corporation if it fails to pay taxes, penalties, fees or...more

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