Beneficial Ownership Reporting May Soon Be Coming To California With A Brobdingnagian Price Tag!

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...

California's LLC Certificate of Cancellation - One Form That May Not Fit All

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...

How Will The Secretary Of State Know A Corporation's Purpose?

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...

Does Bill Authorizing The Secretary Of State To Cancel Corporations Have An Illegitimate Purpose?

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...

"The Secretary Of State Has No Issue With Bimbo" - Should She?

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...

Bill Would Vest Secretary Of State With Broad Powers To Cancel Business Entities

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...

What To Do When A Business Entity Has Been Wrongfully Begotten

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...

Why It Is Impossible To File Articles Of Incorporation And A Statement Of Information Simultaneously And A World Without Chevron

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...

How Does One Serve A Dissolved Corporation?

The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it. Cal. Corp. Code § 2010(a). This, of course, begs the question of...

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