The Curious Case Of The Unregistered Foreign LLC

I recently came across and was baffled by the following decision:

Finally, as to JG Energy, Heritage argues Plaintiff cannot pursue a claim on its behalf, as JG Energy was engaged in intrastate business but never registered in California. Mot. at 6 (citing Cal. Corp. Code §§ 2203(c), 2015(a)). The Court agrees with Plaintiff that Heritage has not demonstrated JG Energy engaged in intrastate business.  Opp'n at 4 (noting Cal. Corp. Code § 191(a) defines intrastate business as entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.).  It's not clear from the complaint that JG's conduct meets the "repeated and successive transactions" standard.  See Cal. Corp. Code § 191(a); see also YYGM S.A. v. Hanger 221 Santa Monic Inc., No. CV 14-34637 PA (VBKc), 2015 U.S. Dist. LEXIS 187831, 2015 WL 12819169, at *3 (C.D. Cal. Apr. 20, 2015) (rejecting a motion to dismiss based on section 2203(c) because the burden is on defendants to prove the corporation engaged in intrastate business).

Solarmore Mgmt. Servs. v. Bankr. Estate of DC Solar Sols., Inc., 2022 U.S. Dist. LEXIS 21961, *11-12, 2022 WL 358245.  The reason for my befuddlement is that the defendant's motion was based on Section 2203(c) of the California Corporations Code which applies to foreign corporations and it appears elsewhere in the ruling that JG Energy is a foreign limited liability company.  As such, the consequences of its failure to register would be governed by Section 17708.07.   In addition, Section 191(a) would not be applicable to a foreign limited liability company.  Finally, the California Corporations Code has no Section 2015.