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 "foreign association" as a business association organized as a trust under the laws of a foreign jurisdiction.  A business trust therefore is a "foreign association" for purposes of the California General Corporation Law.

Matters do not end there, however.  Section 171 defines a "foreign corporation" as including, unless otherwise stated, a "foreign association" when used in Section 191 (definition of "transact intrastate business"); Section 201 (prohibited names); 2203 (penalties for transacting intrastate business without registration); Section 2258 (penalties for noncompliance with Chapter 21); Section 2259 (unauthorized transaction of intrastate business); and Chapter 21 (foreign corporations generally).  There is one exception - a foreign corporation as used in Chapter 21 does not include an association chartered under the laws of the United States.