February 25, 2020

February 25, 2020

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February 24, 2020

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Delaware Statutory Trusts And The California General Corporation Law

Delaware has enacted a business trust law that governs both domestic and foreign trusts.  12 Del. Code § 3801 et seq.  California has no similar law but it does purport to impose certain provisions of its General Corporation Law on business trusts. 

Business trusts are brought within the ambit of the GCL by virtue of Corporations Code Sections 170 and 171.  The former defines "foreign association" as a business association recognized as a trust under the laws of a foreign jurisdiction.  The latter defines "foreign corporation" to include (unless otherwise stated) foreign associations when used in Section 191 (defining "transact intrastate business"); Section 201 (governing the use of "bank", "trust" and "trustee" in names); Section 2203 (unauthorized transaction of intrastate business); Sections 2258-59 (criminal penalties); and Chapter 21 (governing foreign corporations).  Notably, however, Section 2115, California's pseudo-foreign corporation statute, does not apply to a foreign association.

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About this Author

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

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...