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...more
Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs. The challenge then...more
Eight years ago, the California legislature established a fund to compensate victims of corporate fraud. Cal. Stats. 2012, Ch. 564. The Secretary of State administers the fund, but has no authority to investigate or bring...more
Jesse Fried is the Dane Professor of Law at the Harvard Law School. He and Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate...more
The constitutional infirmity of California's legislation, AB 979, mandating minimum numbers of directors was well known to the legislators. Both the Assembly and Senate floor analyses noted that earlier legislation mandating...more
3/30/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
According to the California Secretary of State's Women on Board report, 22 publicly held corporations moved their principal executive offices out of California. These data were based on a comparison of annual reports filed...more
3/18/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
California's female and underrepresented communities quota requirements apply to "publicly-held corporations". California's Corporate Disclosure Statement requirement applies to "publicly-traded corporations". California's...more
Every publicly traded California corporation and every publicly traded foreign corporation that is registered with the California Secretary of State to transact intrastate business must file an annual Corporate Disclosure...more
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....more
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...more
On March 1, the Secretary of State released the report on California's female director quota requirement mandated by Corporations Code Section 301.3. The report is included on the Women on Boards page of the Secretary's...more
Choosing a name for a business entity is one thing, getting that name approved by the California Secretary of State is another. The Corporations Code places specific restrictions on the names of corporations, limited...more
A foreign corporation registering to transact intrastate business in California must disclose, among other things -
- The street address of its principal executive office.
- The street address of its principal office in...more
The California Secretary of State's office recently announced the activation of a new Uniform Commercial Code Online web portal. The new portal allows users to "conduct free searches, access free copies, file notices of lien...more
Last August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law. Crest v. Padilla, Cal. Super. Ct. Case No. 19STCV27561. California's Secretary of State, Alex Padilla, was named as the...more
The California Secretary of State's website allows the public to access information concerning corporations, limited liability companies and limited partnerships of record with the California Secretary of State. A business...more
No statutory authority exists in California for a foreign corporation that is qualified to transact intrastate business in California to amend the state or place of domicile. A foreign corporation desiring to make this...more
In response to the Covid-19 pandemic, the Secretaries of State for California and Nevada have announced shut-down of their counter filing services. ...more
Last August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law. Crest v. Padilla, Cal. Super. Ct. Case No. 19STCV27561. California's Secretary of State, Alex Padilla, was named as the...more
The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following...more
3/5/2020
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Disclosure Requirements ,
Diversity ,
Foreign Corporations ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Ten years ago today, I penned an opinion piece decrying the inconsistencies of California's statutory requirements for entity names....more
Corporations Code Section 301.3(a) provides:
"No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more
12/20/2019
/ Administrative Procedure Act ,
Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Form 10-K ,
General Corporation Law ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Statutory Interpretation ,
Woman Board Members
Yesterday, I noted that the California Secretary of State's office is mailing reminder letters to certain "publicly held" and "publicly traded" corporations. The letter explains that these are two different categories...more
The California Secretary of State's business programs division is reminding some corporations of their annual filing obligation and California's new female director quota legislation. The reminder is being mailed to...more
12/17/2019
/ Annual Filings ,
Board of Directors ,
Corporate Governance ,
Corporations Code ,
Form 10-K ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
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...more