Legislature Acts To Forestall Business Filings Götterdämmerung
Anyone who has submitted a business filing to the California Secretary of State’s office know that a serious problem exists. At present, the Secretary of State has 122,000 documents waiting to be filed. The delays are simply intolerable for the conduct of business in a modern commercial state. For example, the Secretary of State is processing today merger documents that were filed Read more...
“Great Caesar’s Ghost!” SOS Battles Backlog With 3 x 5 Cards
As part of the state budget process, state agencies must appear and testify before legislative budget committees. I recall some stressful moments testifying on the Corporations Committee Budget before a budget committee chaired by then Senator Steve Peace who who was already famous for writing and producing Attack of the Killer Tomatoes! among other solanum lycopersicum attack films. This week, California Secretary of Read more...
Future Filing Date Or Future Effective Date?
In general, the date of filing an instrument under the General Corporation Law is the date on which it is received by the Secretary of State’s office. Cal. Corp. Code §110(a). There are at least three exceptions to this rule. Annual Statements of Information First, the statute excludes statements of information filed pursuant to Section 1502 (oddly, the additional statement required Read more...
Directors May Be Invested With Super Powers In Nevada But Not California
Directors With Super Powers Sometimes investors would like to endow one or more directors with greater voting powers. This is possible with a Nevada corporation by virtue of NRS 78.330(3) which provides “ The articles of incorporation may provide that the voting power of individual directors or classes of directors may be greater than or less than that of any other individual directors or classes of Read more...
Changes In California Business Entity Filings Take Effect Next Week
The California Secretary of State has given notice of the following changes to business entity filings: All formation/registration documents must include the business entity street address and mailing address. All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists. All documents listing an individual Read more...
Phishing Scam Uses California Victims of Corporate Fraud Compensation Fund As Lure
Earlier this month, the California Secretary of State warned of yet another phishing scam. Criminals typically phish by associating themselves with legitimate businesses. Their goal is to obtain personal information that can be used to steal your identity. This particular scam mentions the California Victims of Corporate Fraud Compensation Fund, a real fund that is administered by the Secretary of State. See Read more...
A Bad Bill Becomes Law When There Is More Interest In Enacting A Fix Than Fixing the Problem
In 2002, the Legislature enacted AB 55 creating the victims of corporate fraud fund. Since the fund was created, it has collected about $15 million and nearly 800 claims have been submitted. In a devastating article published last fall by the Sacramento Bee, Dan Morain reported that only 10 people had been paid with a total payout of $112,496. His verdict Read more...
What Happens When The Incorporator Dies?
One or more natural persons may form a corporation under the California General Corporation Law “by executing and filing articles of incorporation”. Cal. Corp. Code § 200(a). A corporation’s existence begins upon the second of these acts – the filing of the articles. Cal. Corp. Code § 200(b). What happens if a natural person executes articles of incorpration but cashes in her chips before the Read more...
The Egyptian Connection To California Records Retention
Last August, there was a brouhaha about the Securities and Exchange Commission’s document destruction procedures. See “This Time, Record Destruction Claims Are Aimed At The SEC“. For the SEC and other federal agencies, the Federal Records Act of 1950, codified at 44 U.S.C. ch. 31, establishes the framework for records management programs. Here in California we have the State Records Management Read more...
A Corporation By Another Name May Not Get Filed
Naming a corporation can be an exercise in frustration. Just when you decide on a name, you find that it’s unavailable because someone else has already taken it. See Naming a Business Is Never Easy in California. Justice William W. Bedsworth of the Fourth District Court of Appeal writes a very humorous syndicated column, A Criminal Waste of Space. In Read more...
