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California › Foreign Corporations › General Corporation Law

Allen Matkins

Are Many Nasdaq Global Select Corporations Subject To The California General Corporation Law?

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Only a few publicly traded corporations are incorporated in California.  Most either started life in Delaware or later decamped to that state (and more recently other states).  Nonetheless, many of these corporations have...more

Allen Matkins

You Won't Find The Answers To These Questions In The California General Corporation Law

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I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following...more

Allen Matkins

In This Case It May Have Been Better To Have Never Registered At All

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Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State.  A foreign...more

Allen Matkins

Less Cumbrous Conversions In Sight For California Corporations

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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

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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

Section 2115's Peculiar Consolidation Rule

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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

Why No Change Is Not An Option

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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

Allen Matkins

Another Example Of California Imposing Its Will On Foreign Corporations

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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

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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

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

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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

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