News & Analysis as of

Foreign Corporations Corporate Governance California

Allen Matkins

Foreign Corporations Filing Actions In California May Be Required To Post Bonds When Domestic Corporations Are Not

Allen Matkins on

Under Section 1030 of the California Code of Civil Procedure, a defendant may at any time apply to the court by noticed motion for an order requiring the plaintiff to file an undertaking to secure an award of costs and...more

Allen Matkins

Does Bill Authorizing The Secretary Of State To Cancel Corporations Have An Illegitimate Purpose?

Allen Matkins on

Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1186, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a...more

Allen Matkins

California's Narrow Codification Of The Internal Affairs Doctrine

Allen Matkins on

It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine.  See, e.g.,  Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851...more

Allen Matkins

California Proposes Its Own Corporate Transparency Act For Non-California Corporations And Limited Liability Companies

Allen Matkins on

Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act.  As amended, the bill would require foreign corporations that register to transact...more

Allen Matkins

Legislator Proposes Ban On Foreign-Influenced Business Entity Contributions

Allen Matkins on

The California legislature is currently in recess and is scheduled to reconvene on January 4.  However, some bills have already been introduced, including AB 83 (Lee & Kalra), which would enact the "Get Foreign Money Out of...more

Allen Matkins

Less Cumbrous Conversions In Sight For California Corporations

Allen Matkins on

Conversions will soon be less cumbrous for California corporations.  Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...more

Allen Matkins

When A Business Trust Might Also Be A Foreign Corporation

Allen Matkins on

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...more

Allen Matkins

This California LLC Statute Entirely Bungles The Internal Affairs Doctrine

Allen Matkins on

At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies...more

Allen Matkins

Court Insists No Standing In LLC Derivative Actions Without Continuous Ownership

Allen Matkins on

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code.  That statutes provides that “no action shall be instituted or maintained...more

Allen Matkins

Section 2115's Peculiar Consolidation Rule

Allen Matkins on

Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met.  One of these tests, the so-called "business...more

Allen Matkins

How California's Clean Energy Fund Has Made Applying California's Pseudo-Foreign Corporation Law More Difficult

Allen Matkins on

In 2012, the voters of California approved Proposition 39 which established a Clean Energy Fund for the purpose of "funding projects that create jobs in California improving energy efficiency and expanding clean energy...more

Allen Matkins

The Curious Case Of The Unregistered Foreign LLC

Allen Matkins on

I recently came across and was baffled by the following decision...more

Allen Matkins

Another Example Of California Imposing Its Will On Foreign Corporations

Allen Matkins on

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...more

Allen Matkins

How To Determine Whether A Foreign Corporation Is A "Pseudo-Foreign" Corporation

Allen Matkins on

California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met.  Cal. Corp. Code § 2115.  The first of these tests is determined by...more

Allen Matkins

Schrödinger's Cat And Merging Into A Foreign Corporation

Allen Matkins on

When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized.  In California, the merger will be...more

Allen Matkins

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

Allen Matkins on

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

Allen Matkins

California Bill Would Require Climate-Related Financial Risk Reports

Allen Matkins on

Earlier this month, I wrote about a California bill, SB 260, that would impose greenhouse gas emissions disclosure obligations on "publicly traded domestic corporations" and "publicly traded foreign corporations".   That bill...more

Allen Matkins

Why Some Annual Corporate Disclosure Statement Filings May Be More Than Annual

Allen Matkins on

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

Allen Matkins

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

Allen Matkins on

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

Allen Matkins

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

Allen Matkins on

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

Allen Matkins

California Bill Aims To Create Additional Conversion Options

Allen Matkins on

The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7).    The GCL, however, does not permit a corporation to convert to a foreign other...more

Allen Matkins

A Foreign Corporation, Whether Or Not Dissolved, Is Not A Corporation

Allen Matkins on

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...more

Allen Matkins

Moving Your Principal Executive Office? Don't Forget To Make This Filing

Allen Matkins on

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

23 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide