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Is A Foreign Trust Required to File a Statement of Information?

The California General Corporation Law defines a "foreign association"  as a business organization organized as a trust under the laws of a foreign jurisdiction.  Cal. Corp. Code § 170.  For purposes of Chapter 21 of the GCL, a "foreign corporation" includes a foreign association, unless otherwise provided.  Cal. Corp. Code § 171.  Consequently, a foreign business trust that transacts intrastate business in California must obtain a certificate of qualification from the California Secretary of State.  Cal. Corp. Code § 2105(a).

Foreign corporations that have qualified to transact intrastate business in California must file a Statement of Information with the California Secretary of State within 90 days of registering with the California Secretary of State, and every year thereafter during a specific 6-month filing period based on the original registration date.   Seemingly, this requirement would pertain to a foreign business trust as well.  Section 2117(a) of the Corporations Code, however, specifically excludes foreign associations from the requirement to file a statement of information.

If a foreign association may be required to file an amended statement and designation if (i) it changes its name, the address of its principal office in California, the address of its principal executive office or its agent for service of process; or (ii) the stated address of any natural person designated as agent is changed.  Cal. Corp. Code § 2107(b).   The form of amended statement of designation is available here.

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© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 110
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About this Author

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