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Serving Upon Foreign Corporations - What About Code Of Civil Procedure?

Earlier this week, I wrote about two provisions of the California Corporations Code (Sections 2110 and 2111) addressing service on foreign corporations.  Technically, these provisions may only apply to foreign corporations that are transacting or have transacted intrastate business.  See Cal. Corp. Code § 2100 ("This chapter [21] applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.") (emphasis added).  If a foreign corporation has transacted intrastate business and has withdrawn from business in California, it may be served as provided in Corporations Code Sections 2110 and 2111 regardless of whether it ever complied with the registration requirements of Chapter 21.  Cal. Corp. Code § 2114(a).

The fact that the Corporations Code addresses service is somewhat odd because the Code of Civil Procedure devotes an entire chapter to service requirements generally, including service on corporations, - Part 2, Title 5, Chapter 4 (commencing with § 413.10).   The Corporations Code acknowledges the existence of these provisions in Section 2110.1 which provides:

"In addition to the provisions of Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon a foreign corporation as provided in this chapter". 

In somewhat circular fashion, Section 416.10(d) of the Code of Civil Procedure provides:

"If authorized by any provision in Section 1701, 1702, 2110, or 2111 of the Corporations Code . . . as provided by that provision".

Thus, the provisions of these two chapters would appear to be additive rather than superseding.  

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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 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...

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