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...

Does A State Have Personal Jurisdiction When The Plaintiff, Defendant And Incident Are Outside The State?

After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens.   Even though Mr. Mallory filed suit in...

When A Business Trust Might Also Be A Foreign Corporation

I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish.  It there fore may be no surprise that in California a business trust may be a foreign corporation.  Corporations Code Section 170 defines a...

A "New Fine Question" For This Proxy Season

In consequence of the enactment of AB 3025 in 2020, the California Secretary of State has added a new question to the Statement of Information (Form SI-550) required to be filed annually by California stock, agricultural cooperative, and registered...

Another Example Of California Imposing Its Will On Foreign Corporations

As has been discussed many times in this space, the California General Corporation law purports to govern foreign corporations in a number of respects.  One such provision is Section 208 of the Corporations Code which apples to:

Must A Corporation Have A Physical Location?

Gertrude Stein's  1933  book The Autobiography of Alice B. Toklas is well known.  Her 1937 sequel, Everybody's Autobiography, is not.  Despite the relative obscurity of Everybody's Autobiography, one line of the book is known to just about everyone...

Is A Foreign Trust Required to File a Statement of Information?

The California General Corporation Law defines "foreign association"  as a business organization organized as a trust under the laws of a foreign jurisdiction.  Cal. Corp. Code § 170.  For purposes of Chapter 21 of the GCL, a "foreign corporation"...

Some Differences Between "Publicly Held" and "Publicly Traded" Corporations

In this post, I questioned the accuracy of the California Secretary of State's definition of "publicly held corporation", a term that is used in both the female and underrepresented communities quota statutes.  Cal. Corp. Code §§ 301.3(f)(2), ...

Secretary Of State Charts California's Filing And Board Quota Requirements

A California corporation or a foreign corporation that has registered to transact intrastate business in California may be required to file either one or two annual statements with the Secretary of State.  It may also be subject to California's...

1 2 3