California Corporations Code 2105 – (a) A foreign corporation shall not transact intrastate business …
(a) A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification. To obtain that certificate it shall 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:
(1) The name of the corporation, and, if the name does not comply with Section 201, an alternate name adopted pursuant to subdivision (b) of Section 2106.
Terms Used In California Corporations Code 2105
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Person: includes a corporation as well as a natural person. See California Corporations Code 18
- Service of process: The service of writs or summonses to the appropriate party.
- State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77
- Trustee: A person or institution holding and administering property in trust.
(2) The state or place of its incorporation or organization and a statement that the foreign corporation is authorized to exercise its powers and privileges in that state or place of its incorporation or organization.
(3) The street address of its principal office.
(4) The street address of its principal office in California, if any.
(5) The mailing address of its principal office, if different from the addresses specified pursuant to paragraphs (3) and (4).
(6) The name of an agent upon whom process directed to the corporation may be served within this state. The designation shall comply with subdivision (b) of Section 1502.
(7) (A) Its irrevocable consent to service of process directed to it upon the agent designated and to service of process on the Secretary of State if the agent designated or the agent’s successor is no longer authorized to act or cannot be found at the address given.
(B) Consent under this paragraph extends to service of process directed to the foreign corporation’s agent in this state for a search warrant issued pursuant to § 1524.2 of the Penal Code, or for any other validly issued and properly served search warrant, for records or documents that are in the possession of the foreign corporation and are located inside or outside of this state. This subparagraph shall apply to a foreign corporation that is a party or a nonparty to the matter for which the search warrant is sought. For purposes of this subparagraph, “properly served” means delivered by hand, or in a manner reasonably allowing for proof of delivery if delivered by United States mail, overnight delivery service, or facsimile to a person or entity listed in Section 2110, or any other means specified by the foreign corporation, including, but not limited to, email or submission via an internet web portal that the foreign corporation has designated for the purpose of service of process.
(8) If it is a corporation that will be subject to the Insurance Code as an insurer, it shall state that fact.
(b) Annexed to the statement and designation shall be a certificate by an authorized public official of the state or place of incorporation of the corporation to the effect that the corporation is an existing corporation in good standing in that state or place or, in the case of an association, an officers’ certificate stating that it is a validly organized and existing business association under the laws of a specified foreign jurisdiction.
(c) Before it may be designated by a foreign corporation as its agent for service of process, a corporate agent must comply with Section 1505.
(Amended by Stats. 2022, Ch. 617, Sec. 34. (SB 1202) Effective January 1, 2023.)