July 11, 2020

Volume X, Number 193

July 10, 2020

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July 09, 2020

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How To Change A Foreign Corporation's State Or Place Of Domicile

No statutory authority exists in California for a foreign corporation that is qualified to transact intrastate business in California to amend the state or place of domicile.  A foreign corporation desiring to make this change must file with the Secretary of State either an Agreement of Merger or a Certificate of Surrender (Form SURC).   After filing a Form SURC, the foreign corporation will need to file the appropriate form of Statement and Designation by Foreign Corporation to qualify under its new place of domicile.  The Secretary of State has four forms for this, depending upon whether the foreign corporation is a stock corporation, professional corporation, insurer, or nonprofit corporation.

Its Important To Read The Fine Print 

Nevada has a plethora of abandoned mine shafts and they are exceedingly unsafe to enter.  Some, but not all mines, are posted with the following warning sign produced by the Division of Minerals of the Nevada Department of Business & Industries:


The over-all message is conspicuous enough, but what about the fine print below the state seal?  It reads:

"Some of the dangers around abandoned mines include:

© 2010-2020 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume X, Number 157


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...