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Reinstatement Held To Validate Retroactive Recordation Of Lien

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 restored.  Longview Int'l v. Stirling, 2019 Cal. App. LEXIS 504.  That does not seem too surprising in the abstract but I fear that somethings may nonetheless awry in the Court's opinion.

The corporation in question was a Delaware corporation and the Court of Appeal explains that it was suspended because it "failed to provide an annual statement of information and pay a $25 fee to the state of Delaware".  It seems likely to me that the Court was referring to the annual statement and fee required to be filed by foreign corporations with the California Secretary of State pursuant to Corporations Code § 2117 The fee for filing an annual report with Secretary of State' office is $25 in California while Delaware charges $50 plus Delaware Franchise taxes.  (cf. Cal. Gov't Code § 12186(h) & Corp. Code § 2117(d) and 8 Del. Code § 391).  Further, the Delaware statute, 8 Del. Code § 510,  refers to voiding a corporation's charter, not suspension as does the California Corporations Code.

The Court also cites California Revenue & Taxation Code § 23301 for the proposition that a suspended corporation loses all corporate, powers, rights and privileges.  The Court's reference to that statute may also be incorrect.  Section 23301 concerns suspension of corporations for failure to pay California taxes.  A foreign corporation that fails to file the annual report required by California Corporations Code § 2117 is subject to suspension pursuant to Corporations Code § 2205 (also applicable to California corporations) but suspension means the forfeiture of the exercise of corporate powers, rights, and privileges of a foreign corporation in California. 

If I am correct that the suspension was in fact pursuant to Corporations Code § 2205, then the case presents a different question.  Recording an abstract of judgment itself would not constitute transacting intrastate business (Cal. Corp. Code § 191(c)(7)).  Therefore, does forfeiture of the exercise of the powers, rights and privileges of a foreign corporation in California prevent a suspended foreign corporation from recording an abstract of judgment?  In other words, does a suspended foreign corporation suffer a greater disability than a foreign corporation that has never qualified to transact intrastate business?

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