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CALIFORNIA CORPORATE & SECURITIES LAW

Looking For A Deceased Celebrity’s Successor-In-Interest? The Secretary Of State Has An Answer

The California Secretary of State’s office is the repository for a vast a disparate number of filings.  Few people, for example, may be aware that they may register with the Secretary of State’s office as a successor-in-interest to a deceased personality pursuant to California Civil Code Section 3344.1.  A person registering as a successor-in-interest must provide…

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This Foreign Corporation’s Status May Be Forfeited, But The Resident Agent Remains

A recent ruling by U.S. District Court Judge Otis D. Wright II illustrates how it may be easier to enter California than to leave it.  Real v. St. Jude Med., Inc., 2017 U.S. Dist. LEXIS 47081 (C.D. Cal. Mar. 29, 2017) In 1996, St. Jude Medical, Inc., a Minnesota corporation, qualified with the California Secretary of State’s…

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California Secretary Of State Upgrades Business Searches

For some time, the California Secretary of State’s office has offered a business search application on its website.  Although the function provided only limited information, the application received more than 5 million views per month.  On St. Lucia’s day, the Secretary of State announced a new and improved search application. From my perspective, one of the…

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California Voters Reject 11th Hour Gutting And Amending Of Bills

Not quite a year ago, I wrote: A reader of the California Constitution would be lead to believe that the course of legislation is orderly and predictable.  Under Article IV, Section 8(b), the legislature may make no law except by statute and no statute except by bill.  Every bill, moreover, must have a single subject…

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Why The Location Of The Principal Executive Office Matters

The California General Corporation Law does not require that a California corporation have a principal executive office located in California.  In fact, Section 177 explicitly contemplates that a corporation’s PEO may be located elsewhere or that the corporation may have no PEO at all.  The location of the PEO is not without significance, however.  Numerous…

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Court Allows An Exhausted FTC To Serve Summons On The California Secretary Of State

The Federal Trade Commission is not pleased with Discountmetalbrokers, Inc.  In fact, the FTC is so unhappy with the company that it filed a complaint alleging that the company held itself out as a legitimate seller of gold and silver but would often fail to deliver product.  According to the the FTC, the company has “scammed…

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Corporate Suspension By The California Secretary Of State

In California, a corporation may find its powers, rights and privileges suspended by either the Secretary of State or by the Franchise Tax Board.  Today’s post discusses the two roads to suspension by the California Secretary of State. The most common cause for suspension is the failure to file the annual information statement required by Corporations Code Section 1502…

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Inspecting Foreign Corporation Shareholder Lists

Recently, I’ve written about the “absolute” right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600.  Readers at, or representing, foreign corporations may have skipped these posts as inapposite to their circumstances.  That could be a mistake. A foreign corporation may be subject to Section 1600 if it meets the conditions set…

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SEC Alleges LLC Names Were “Deceptively Similar”, But What Would The California SOS Do?

Yesterday, the SEC announced that it had filed a complaint against a securities professional alleging that he had defrauded “two institutions he solicited to invest in a shell company he controlled whose name was deceptively similar to that of a legitimate private equity fund.”  (The SEC likes to say that it “charges” defendants, but it…

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Blasphemous Corporate Names

Yesterday’s post considered the question of whether the California Secretary of State could refuse to accept offensive corporate names.  Blasphemous corporate names constitute a subset of offensive names because they are offensive to believers.  Blasphemous corporate names are also disparaging names because they denigrate religious beliefs or the deity or deities involved. UCLA Law School Professor Eugene…

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