California Corporate & Securities Law

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 submitting the statement)...

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 of compliance for this...

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 company. Yet, the...

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 designation by a foreign...

Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1168, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a foreign corporation upon...

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 Cal. App. 4th 510 (1992). In...

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 and designation by a...

Over the years, I have been frequently called to assist in cases of wrongful termination.  See What To Do When Your Business Entity Has BeenWrongfullyTerminated. Rarely have I encountered the converse - the formation of an entity using a stolen...

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 corporation's initial...