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"...
Is A Foreign Trust Required to File a Statement of Information?
Posted on April 20, 2021
Some Differences Between "Publicly Held" and "Publicly Traded" Corporations
Posted on March 10, 2021
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
Posted on March 09, 2021
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 quota...
Fee Shifting May Be New To Delaware, But It's Old Hat In California
Posted on December 10, 2020
Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancery's decision in Pettry v. Gilead Sciences, (Del. Ch.; 11/20). Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of...
One More Reason For Foreign Corporations To Not Have Any Office In California . . .
Posted on November 18, 2020
Chapter 22 of the California General Corporation Law specifies a number of crimes that may be committed by corporations and/or their directors, officers or agents. The penalties for some violations can be significant. For example, a director,...
A Foreign Corporation, Whether Or Not Dissolved, Is Not A Corporation
Posted on November 05, 2020
In a recent ruling involving a motion to confirm an arbitration award involving a default, Judge Vince Chhabria asked the plaintiff for supplemental briefing on whether the defendant had been properly served. Tetronics Int'l (United Kingdom) v....
Moving Your Principal Executive Office? Don't Forget To Make This Filing
Posted on September 01, 2020
Note to readers: This blog has been updated to correct and clarify the original posting.
A foreign corporation registering to transact intrastate business in California must disclose, among other things:
How To Change A Foreign Corporation's State Or Place Of Domicile
Posted on June 05, 2020
'No statutory authority exists in California for a foreign corporation that is qualified to transact intrastate business in California to amend its statement of information to reflect a new state or place of domicile. A foreign corporation desiring...
Serving Agents That Can't Be Found
Posted on December 04, 2019
Yesterday's post discussed how to effect service on a foreign corporation. Two of three statutory options relate to service on an agent of the corporation. What if an agent cannot be found? Mirabile dictu! The GCL provides answers when:
