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Volume XII, Number 144

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A Foreign Corporation, Whether Or Not Dissolved, Is Not A Corporation

In a recent ruling involving a motion to confirm an arbitration award involving a default, Judge Vince Chhabria asked the plaintiff for supplemental briefing on whether the defendant had been properly served. Tetronics Int'l (United Kingdom) v. Blueoak Resources, Inc., 2020 U.S. Dist. LEXIS 199879. The plaintiff followed California Corporations Code Section 2011 when it served the defendant but Judge Chhabria found that "it is not clear that this section applies to a foreign corporation that has dissolved".  

The relevant provision (Section 2011(b)) reads:

"Summons or other process against such a corporation may be served by delivering a copy thereof to an officer, director, or person having charge of its assets or, if no such person can be found, to any agent upon whom process might be served at the time of dissolution."

The key word in the statute is "corporation".  Section 162 of the California General Corporation Law defines "corporation" as a corporation organized under the GCL or certain domestic corporations subject to the GCL pursuant to Section 102(a), unless the GCL expressly provides otherwise.  The term "Foreign Corporation" is defined in Section 171 and means a corporation other than a corporation formed under the laws of California (i.e., a "domestic corporation", as defined in Section 167) and in some cases a "foreign association". 

If the legislature had intended that Section 2011(b) apply to "foreign corporations", it shoul have included that term in the statute.

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume X, Number 311
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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...

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