§ 191. — 191. (Amended by Stats. 2019, Ch. 143, Sec. 21.)

California § 191.

• Jurisdiction: California
• Code CORP: Corporations Code - CORP
• Div.: 1.
• Title 1.: DIVISION 1. GENERAL CORPORATION LAW
• Ch. 1.: CHAPTER 1. General Provisions and Definitions

Text

(a)
For the purposes of Chapter 21 (commencing with Section 2100), “transact intrastate business” means entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.
(b)
A foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business or merely because of its status as any one or more of the following:
(1)
A shareholder of a domestic corporation.
(2)
A shareholder of a foreign corporation transacting intrastate business.
(3)
A limited partner of a domestic limited partnership.
(4)
A limited partner of a foreign limited partnership transacting intrastate business.
(5)
A member or manager of a domestic limited liability company.
(6)
A member or manager of a foreign limited liability company transacting intrastate business.
(c)
Without excluding other activities that may not constitute transacting intrastate business, a foreign corporation shall not be considered to be transacting intrastate business within the meaning of subdivision (a) solely by reason of carrying on in this state any one or more of the following activities:
(1)
Maintaining or
defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
(2)
Holding meetings of its board or shareholders or carrying on other activities concerning its internal affairs.
(3)
Maintaining bank accounts.
(4)
Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositaries with relation to its securities.
(5)
Effecting sales through independent contractors.
(6)
Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance outside this state before becoming binding contracts.
(7)
Creating evidences of debt or mortgages, liens or security interests on real or personal property.
(8)
Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature.
(d)
Without excluding other activities that may not constitute transacting intrastate business, any foreign lending institution, including, but not limited to: any foreign banking corporation, any foreign corporation all of the capital stock of which is owned by one or more foreign banking corporations, any foreign savings and loan association, any foreign insurance company or any foreign corporation or association authorized by its charter to invest in loans secured by real and personal property, whether organized under the laws of the United States or of any other
state, district or territory of the United States, shall not be considered to be doing, transacting, or engaging in business in this state solely by reason of engaging in any or all of the following activities either on its own behalf or as a trustee of a pension plan, employee profit sharing or retirement plan, testamentary or inter vivos trust, or in any other fiduciary capacity:
(1)
The acquisition by purchase, by contract to purchase, by making of advance commitments to purchase or by assignment of loans, secured or unsecured, or any interest therein, if those activities are carried on from outside this state by the lending institution.
(2)
The making by an officer or employee of physical inspections and appraisals of real or personal property securing or proposed to secure any loan, if the officer or employee making any physical inspection or
appraisal is not a resident of and does not maintain a place of business for that purpose in this state.
(3)
The ownership of any loans and the enforcement of any loans by trustee’s sale, judicial process, or deed in lieu of foreclosure or otherwise.
(4)
The modification, renewal, extension, transfer, or sale of loans or the acceptance of additional or substitute security therefor or the full or partial release of the security therefor or the acceptance of substitute or additional obligors thereon, if the activities are carried on from outside this state by the lending institution.
(5)
The engaging by contractual arrangement of a corporation, firm, or association, qualified to do business in this state, that is not a subsidiary or parent of the lending institution and that
is not under common management with the lending institution, to make collections and to service loans in any manner whatsoever, including the payment of ground rents, taxes, assessments, insurance, and the like and the making, on behalf of the lending institution, of physical inspections and appraisals of real or personal property securing any loans or proposed to secure any loans, and the performance of any such engagement.
(6)
The acquisition of title to the real or personal property covered by any mortgage, deed of trust, or other security instrument by trustee’s sale, judicial sale, foreclosure or deed in lieu of foreclosure, or for the purpose of transferring title to any federal agency or instrumentality as the insurer or guarantor of any loan, and the retention of title to any real or personal property so acquired pending the orderly sale or other disposition thereof.
(7)
The engaging in activities necessary or appropriate to carry out any of the foregoing activities.
Nothing contained in this subdivision shall be construed to permit any foreign banking corporation to maintain an office in this state otherwise than as provided by the laws of this state or to limit the powers conferred upon any foreign banking corporation as set forth in the laws of this state or to permit any foreign lending institution to maintain an office in this state except as otherwise permitted under the laws of this state.

Legislative History

Amended by Stats. 2019, Ch. 143, Sec. 21. (SB 251) Effective January 1, 2020.