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Foreign Corporations Registration Requirement

Allen Matkins

Is Registration As A Foreign Corporation A Form Of Compelled Consent?

Allen Matkins on

Not too long ago, I wrote about a bill that is currently pending in the Nevada legislature, AB 158.  This bill would authorize Nevada courts to exercise general personal jurisdiction over entities on the sole basis that the...more

International Lawyers Network

Establishing a Business Entity in Germany (Updated)

Anyone can establish a business in Germany - irrespective of citizenship, nationality, or place of residence. There is no specific investment legislation for foreign entrepreneurs. Any entrepreneur can make his choice...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a...more

International Lawyers Network

Establishing a Business Entity in the Czech Republic (Updated)

1. Types of business entities - Investors may choose from the following forms of corporate structure: - Limited liability company - Joint-stock company - Limited liability partnership - General partnership -...more

Mayer Brown

US Department of Justice Issues Long-Awaited Proposal to Revamp Regulations Implementing the Foreign Agents Registration Act...

Mayer Brown on

On December 20, 2024, the US Department of Justice (DOJ) issued a long-awaited notice of proposed rulemaking (NPRM) to revise regulations under FARA, three years after an Advance Notice of Proposed Rulemaking sought input on...more

International Lawyers Network

Establishing a Business Entity in Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more

Carey Olsen

Proposed amendments to the BVI Business Companies Act

Carey Olsen on

In line with the recommendations arising from the BVI Mutual Evaluation Report and FATF (2024) Recommendation 24, the BVI Financial Services Commission has published a draft of the BVI Business Companies (Amendment) Act, 2024...more

Shipman & Goodwin LLP

Conn. Court Split May Lead To Vertical Forum Shopping: A Law360 Article

Shipman & Goodwin LLP on

In Mallory v. Norfolk Southern Railway Co.,[1] the U.S. Supreme Court clarified last year that states can require foreign entities to consent to personal jurisdiction as a condition for doing business within their borders. ...more

Foodman CPAs & Advisors

BOI Reporting Companies Get More FinCEN Clarification

On 9/10/24, FinCEN updated its BOI FAQs page by adding four new FAQs that provide more clarity to BOI Reporting Companies. The new FAQ’s address the areas of companies that cease to exist, foreign companies that stop doing...more

Amundsen Davis LLC

A Year With Mallory: Revisiting The Concept of Consenting to General Personal Jurisdiction

Amundsen Davis LLC on

On June 27, 2023, Truck on highwaythe Supreme Court of the United States decided Mallory v. Norfolk Southern Railway Co., 600 U.S. 122 (2023). The divided Court upheld a Pennsylvania corporate registration statute which...more

Perkins Coie

Proposed CA Legislation Would Impose FARA-like Requirements on Agents of Foreign Entities and Subsidiaries

Perkins Coie on

The California State Assembly is considering legislation to impose registration requirements on agents of foreign principals who advocate before California officials. The legislation comes while the U.S. Department of Justice...more

International Lawyers Network

Establishing a Business Entity in Spain (Updated)

1. TYPES OF BUSINES ENTITIES - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business - • Limited companies: Corporation and Limited Liability Company - When...more

International Lawyers Network

Establishing a Business Entity in Singapore (Updated)

Registration of Business Entities - Unless exempted, business entities must be registered with the Accounting and Corporate Regulatory Authority (ACRA) via their business filing portal: BizFile+. A foreigner residing...more

Dorsey & Whitney LLP

Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

Dorsey & Whitney LLP on

On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file...more

International Lawyers Network

Establishing a Business Entity in Germany (Updated)

Anyone can establish a business in Germany - irrespective of citizenship, nationality, or place of residence. There is no specific investment legislation for foreign entrepreneurs. Any entrepreneur can make his choice from...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing a Business Entity in the Czech Republic (Updated)

1. Types of business entities - Investors may choose from the following forms of corporate structure: - Limited liability company - Joint-stock company - Limited liability partnership - General partnership ...more

International Lawyers Network

Establishing a Business Entity in Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more

WilmerHale

3 Personal Jurisdiction Questions Mallory Leaves Unanswered

WilmerHale on

The due process framework that has cabined personal jurisdiction over nationwide and global businesses for the last eight decades — since the U.S. Supreme Court's 1945 ruling in International Shoe Co. v. Washington — looks...more

Freiberger Haber LLP

Dismissal of Complaint With Prejudice Due To Violation of BCL § 1312 Modified To Allow Unregistered Foreign Corporation To...

Freiberger Haber LLP on

In New York, foreign entities – that is, corporations, limited liability companies and partnerships authorized to do business in another jurisdiction or country – are required to register to business with the Secretary of...more

Bond Schoeneck & King PLLC

Proposed Legislation Would Automatically Confer General Jurisdiction on all Foreign Corporations Registered to do Business in New...

New York, like many other states, requires foreign (non-New York) corporations and other entities to register to do business in the state....more

Benesch

Supreme Court Expands General Jurisdiction in Mallory v. Norfolk Southern Railway Co., Marking Departure from “At Home”...

Benesch on

The test for personal jurisdiction, which asks whether a defendant can be compelled to litigate in a particular state, has been extensively developed over the past several decades, and notably refined in the last fifteen...more

Katten Muchin Rosenman LLP

Mallory v. Norfolk Southern Railway Co.: Supreme Court Recognizes Existence of Consent-Based Theory of General Personal...

The US Supreme Court recently issued a decision in Mallory v. Norfolk Southern Railway Co holding that a Pennsylvania statute requiring corporations to "consent" to suit in Pennsylvania courts in order to register to do...more

Venable LLP

When International Shoe Doesn't Fit: Personal Jurisdiction After Mallory v. Norfolk Southern

Venable LLP on

Every first-year law student learns two ways that a court can have jurisdiction over a corporate defendant. If the defendant has "minimum contacts" with a state, and the plaintiff's injuries arise out of those contacts, then...more

Saul Ewing LLP

Mallory v. Norfolk Southern Railway—A Crossroads of Consent and Corporate Jurisdiction

Saul Ewing LLP on

​On June 27, 2023, the U.S. Supreme Court decided that states can require corporations registered in their state to consent to be sued in the state as a condition of doing business there—even if the facts of a lawsuit...more

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