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Bill aims to make foreign nonqualified LLC contracts voidable
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • May 6 2013

As discussed in prior posts, "transacting intrastate business" is not the same as "doing business". See You may Be Doing Business in California Even


Before this corporation was formed, this contract knew it
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • May 1 2013

In Section 4.13 of Bishop & Zucker on Nevada Corporations and Limited Liability Companies, we discuss who may be liable on pre-incorporation


But wait, California may require even more in annual reports to shareholders
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • May 14 2013

Yesterday's blog discussed California's requirement that many domestic and foreign corporations send financial statements to their shareholders. If a


An exemption for foreign subsidiary formation
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • May 6 2013

The formation of a subsidiary under the laws of a foreign country may not seem to implicate the California Corporate Securities Law. Yet, an offer


Legislature acts to forestall business filings Götterdämmerung
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • May 9 2013

Anyone who has submitted a business filing to the California Secretary of State's office know that a serious problem exists. At present, the


No directors, no officers, no employees and no agents now what?
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • May 3 2013

Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist. One might wonder what


Can the DBP incorporate by reference a federal form?
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • September 23 2013

Almost a year ago, the Commissioner of Corporations (now the Commissioner of Business Oversight) proposed to amend the custody rule, 10 CCR


SEC’s Investor Advisory Committee pushes for oddly named “universal proxy ballots”
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • August 13 2013

In late July, the SEC's Investor Advisory Committee issued a recommendation that the SEC "explore relaxing the 'bona fide nominee' rule embodied in


“Wherever you go, there you are”, but will you be in the proper county?
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • December 18 2013

The California General Corporation Law makes numerous references to the "proper county". For example, Corporations Code Section 304 empowers the


The FTB’s “doing business” trap for foreign LLCs with California managers, members or agents
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • April 8 2013

According to the California Franchise Tax Board, a limited liability company classified as a partnership must do all of the following: File Form