§ 2105. — 2105. (Amended by Stats. 2022, Ch. 617, Sec. 34.)

California § 2105.

• Jurisdiction: California
• Code CORP: Corporations Code - CORP
• Div.: 1.
• Title 1.: DIVISION 1. GENERAL CORPORATION LAW
• Ch. 21.: CHAPTER 21. Foreign Corporations

Text

(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.
(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 Section 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.

Legislative History

Amended by Stats. 2022, Ch. 617, Sec. 34. (SB 1202) Effective January 1, 2023.