December 8, 2021

Volume XI, Number 342

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December 07, 2021

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December 06, 2021

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Another Example Of California Imposing Its Will On Foreign Corporations

As has been discussed many times in this space, the California General Corporation law purports to govern foreign corporations in a number of respects.  One such provision is Section 208 of the Corporations Code which applies to:

  • Contracts and conveyances made by foreign corporations in California; and

  • All conveyances by foreign corporations of real property are situated in California.

Section 208, with three exceptions, negates the defense of ultra vires.  The statute also binds the corporation to any contract or conveyance made in the corporation's name that is: (i) authorized or ratified by board of directors; or (ii) done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officer executing it, except as the board's authority is limited by law other than the General Corporation Law.   This will be the case regardless of whether the contract is executed or wholly in part executory.

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 327
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
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