Foreign Corporations

Corporations Code Title 1, Division 1, Chapter 21 deals with foreign corporations in this state.

Section 2100 provides that this chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.

Section 2101 provides that any foreign corporation not transacting intrastate business may register its corporate name with the Secretary of State, provided its corporate name would be available to a new corporation organized under this division at the time of registration.

Section 2102 provides that a foreign corporation which has filed a designation of an agent for the service of process, pursuant to the requirements of any law relating to the qualification of foreign corporations in force at the time of the filing, need not file the statement, but must file an amended statement and designation when required.

Section 2103 states that, nothing in this chapter repeals, alters or amends the provisions of the Insurance Code or prevents any foreign insurance company from carrying out contracts made before the surrender of its right to engage in intrastate business or contracts made with citizens of other states who subsequently become citizens of or residents in this state.

Section 2104 says that any foreign lending institution which has not qualified to do business in this state and which engages in any of the activities must be considered by the activities to have appointed the Secretary of State as its agent for service of process for any action arising out of any activities.

Section 2105 prohibits a foreign corporation from transacting intrastate business without having first obtained from the Secretary of State a certificate of qualification. To obtain that certificate it must file, on a form prescribed by the Secretary of State, a statement and designation signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating eight specified items.

Section 2106 provides, upon payment of the fees required by law, the Secretary of State is required to file the statement and designation and issue to the corporation a certificate of qualification stating the date of filing of the statement and designation and that the corporation is qualified to transact intrastate business, subjectv to any licensing requirements otherwise imposed by the laws of this state.

Section 2106.5 prohibits the Secretary of State from filing any statement and designation or any amended statement and designation, where it appears that the business is that of an insurer subject to the Insurance Code unless a certificate of the Insurance Commissioner approving the corporate name is attached thereto.

Section 2107 states that, if any foreign corporation qualified to transact intrastate business must change its name or make a change affecting an alternate name, it must file, on a form prescribed by the Secretary of State, an amended statement signed by a corporate officer setting forth the change made.

Section 2110 specifies that delivery by hand of a copy of any process against a foreign corporation to any officer of the corporation or its general manager in this state, or if the corporation is a bank to a cashier or an assistant cashier, to any natural person designated by it as agent for the service of process, or, if the corporation has designated a corporate agent, to any person named in the latest certificate of the corporate agent filed constitutes valid service on the corporation.

Section 2110.1 states that process may be served upon a foreign corporation as provided in this chapter.

Section 2111 provides that, if the agent designated for the service of process is a natural person and cannot be found with due diligence at the address stated in the designation or if the agent is a corporation and no person can be found with due diligence to whom the delivery may be made for the purpose of delivery to the corporate agent.

Section 2112 states that a foreign corporation which has qualified to transact intrastate business may surrender its right to engage in that business within this state by filing a certificate of surrender signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating six specified items of information. The Secretary of State is required to notify the Franchise Tax Board of the surrender.

Section 2113 specifies that the filing of an agreement of merger of a foreign disappearing corporation qualified to transact intrastate business in this state, as well as other specified provisions, constitutes the surrender by the foreign corporation of its right to engage in intrastate business within this state.

Section 2114 states that a foreign corporation that has transacted intrastate business and has withdrawn from business in this state may be served with process in the manner provided in this chapter in any action brought in this state arising out of that business.

Section 2116 states that the directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or trustee in bankruptcy for the making of unauthorized dividends, purchase of shares or distribution of assets or false certificates, reports or public notices or other violation of official duty according to any applicable laws of the state or place of incorporation or organization, whether committed or done in this state or elsewhere. Such liability may be enforced in the courts of this state.

Section 2117 says that every foreign corporation qualified to transact intrastate business shall file, within 90 days after the filing of its original statement and designation of foreign corporation and annually thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing eight specified items of information.

Section 2117.1 provides that every publicly traded foreign corporation must file annually, within 150 days after the end of its fiscal year, on a form prescribed by the Secretary of State, a statement that includes eight specified items of information:

The following definitions apply: “publicly traded foreign corporation,” “executive officer,” “compensation,” and “loan.” This statement is available and open to the public for inspection. The Secretary of State shall provide access to all information contained in this statement by means of an online database.