The Statement of Information required pursuant to California Corporations Code Section 1502 is not required to be signed under penalty of perjury. However, the statute does require that the corporation (not the individual...more
Yesterday I wrote about my concern that about the constitutionality of SB 1168 (Limón). This bill would allow the California Secretary of State to cancel the articles of incorporation or the filing of a statement and...more
Last month, California State Senator Monique Limón introduced a bill, SB 1168, that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more
Yesterday's post mentioned mentioned Chapter 17 of the California General Corporation Law which governs service of process in addition to the provisions of the California Code of Civil Procedure. Corporations Code Section...more
The California Code of Civil Procedure sets forth the general rules governing the service of summons. Cal. Code Civ. Proc. §§ 415.10 - 415.95. Chapter 17 of the General Corporation Law adds to these provisions. In some...more
During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its...more
In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes. His errors are volitional and are the portals of discovery". Alas, not every person filing a corporate record is a "man of...more
On occasion, someone might perceive that they have been improperly appointed as a director or officer of a corporation. If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the...more
The word "emoji" is the romanization of two Japanese words (絵 and 文字) that together mean picture character. Emojis essentially marry an ancient form of writing, pictography, to a modern technology, smart phones....more
On Monday, four California state senators introduced a bill, SB 261, that would require businesses to prepare and submit climate-related financial risk reports. The bill would apply to any corporation or other business...more
This spring, John Jenkins reported that the Securities and Exchange Commission staff now declines to declare effective a registration statement if the issuer does not provide a physical address on the cover page of its...more
An individual formed a nonprofit public benefit corporation, Xi'an Jiaotung University Alumni Association of Norther California by filing articles of incorporation with the California Secretary of State. Thereafter, he filed...more
The term "article" has an interesting etymology. It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect things together....more
As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees. This waiver will last until June 30,...more
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
I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676. However, the first two sentences of the ruling left me baffled...more
In 2020, the legislature enacted AB 3075 (Gonzalez) which, among other things, requires a corporation or an LLC to disclose in its statement of information filed with the Secretary of State whether any director of the...more
On April 1, 2022, a Superior Court judge in Los Angeles struck down California's landmark legislation requiring representation of "underrepresented communities" on the boards of publicly held companies based in California....more
This afternoon, Judge Terry Green granted the plaintiff's summary judgment motion in a case challenging the constitutionality of AB 979. Crest v. Padilla, LA Super. Ct. Case No. 20STCV37513...more
We may learn as early as today whether a pending constitutional challenge to AB 979 will be going to trial in May. AB 979 is California's law requiring publicly held domestic and foreign corporations having their principal...more
The Business Programs Division is the largest division of the California Secretary of State's office. Each year, the Business Programs Division processes millions of business filings and information requests each year. ...more
The California Secretary of State has recently published her report under California's statutes imposing gender and racial/ethnic quotas on the boards of directors of publicly held corporations having their principal...more
In consequence of the enactment of AB 3025 in 2020, the California Secretary of State has added a new question to the Statement of Information (Form SI-550) required to be filed annually by California stock, agricultural...more
The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability...more
California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met...more