No File Number, No Filing

Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number.  E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A).  Other statutes do not specify that the filing must include the file number.   E.g., Cal. Corp. Code § 905.  That does not mean that a file number is not required.  In 2020, the legislature amended Section 110(d) to provide that any instrument submitted for filing with the Secretary of State must include the entity number.  Cal. Stats. 2020, ch. 361, § 1.   The Secretary of State's office sponsored this change in order to improve its "ability to intake key information in an automated way".   SB 522 Senate Floor Analysis (Aug. 30, 2020).

More on the case of the friend with no identified benefits . . .

UCLA School of Law Professor Stephen Bainbridge picked up on yesterday's post, observing that the Securities & Exchange Commission "is trying to revive the discredited equal access test and turn insider trading by tippers into a status crime".