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

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 corporation that does not transact...

Less Cumbrous Conversions In Sight For California Corporations

Conversions will soon be less cumbrous for California corporations.  Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of another jurisdiction...

Secretary Of State Creates Two New Revocation Forms

A corporation with an "active-pending termination" status can be returned to Active status by filing a Revocation of Election to Terminate, also known as a Revocation of Election to Wind Up and Dissolve, that meets the requirements of California...

No Change Is Not An Option For 2023 LLC Filings

In April, I wrote about AB 2431 which modifies the statement of information a statement requirement for LLCs.  In 2020, the legislature enacted AB 3075 (Gonzalez) to require that statements of information filed with the California Secretary of State...

SEC Doesn't Define It, But Insists That Every Issuer Have One

This spring, John Jenkins reported that the Securities and Exchange Commission staff now declines to declare effective a registration statement if the issuer does not provide a physical address on the cover page of its registration statement in...

Documents Filed With The Secretary Of State Do Not Qualify For Anti-SLAPP Protection

An individual formed a nonprofit public benefit corporation, Xi'an Jiaotung University Alumni Association of Norther California by filing articles of incorporation with the California Secretary of State.  Thereafter, he filed statement of information

Where Have All The Articles Gone?

"The time is out of joint; O cursed spite!/That ever I was born to set it right!"*

The term "article" has an interesting etymology.  It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint.  Articles, like joints,...

For A Limited Time Only - California Is Giving Away Corporations, LLCs And More!

 As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees.   This waiver will last until June 30, 2023, the end of the...

Must An Officer's Certificate Always State Board Approval?

Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website.  Paragraph 2 of the form states:

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