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

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

Inspecting Foreign Corporation Shareholder Lists

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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

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

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

Can The Secretary Of State Reject Disparaging Business Entity Names?

Section 2(a) of the Lanham Act bars the Patent and Trademark Office from registering scandalous, immoral, or disparaging marks. 15 U.S.C. § 1052(a).  However, the United States Court of Appeals for the Federal Circuit sitting en banc recently held that the disparagement provision in Section 2(a) is unconstitutional because it violates the First Amendment to the U.S. Constitution.  In

Will You Be Gulled By This Notice?

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Some Nevada corporations have been receiving the above notice and paying a $150 fee to the Division of Corporate Services.  According to the Nevada Secretary of State: This is not an official notice from the Secretary of State’s office.  Nevada entities are not required to regularly provide to the Secretary of State shareholder information or

Nevada To Allow Corporations To Stiff Charon

Unsuccessful corporations often fall into an eternal desuetude.  Having nothing, no one wants to pay the Secretary of State to complete their dissolution.  Because they don’t file the required annual lists and pay the annual fees, their charters are revoked.   They then become like those poor souls with no coin for Charon, they cannot complete the journey to complete

June 30 Deadline Looms For Foreign Lending Institutions

California Corporations Code Section 191(d) provides that a “foreign lending institution” will not be considered to be “doing, transacting or engaging in business” in California solely by reason of engaging in specified categories of activities.  Those activities include, for example, the ownership of loans and the enforcement of loans.  Based on this statute, some foreign lending

Chairman, Chairwoman, or Chair?

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To someone who is not familiar with the English language, many words must seem bizarre.  One such word, is “chairman”.  Does this refer to a chair made into a man or a man made from a chair?  What should be made of a law that solemnly proclaims “All references in this division to ‘chairman’ shall be