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Volume XI, Number 133

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What Is The "Applicable Filing Period" For A Foreign Corporation?

Section 2117 of the California Corporations Code requires every foreign corporation (other than a foreign association) that is qualified to transact intrastate business to file a statement of information.  The initial statement of information is due within 90 days of the filing to the original statement of designation.  Thereafter, a statement of information must be filed annually "during the applicable filing period".    Curiously, however, the statute never states what constitutes the "applicable filing period" or how it is to be determined.

Section 1502 imposes a similar filing requirement on "corporations".  As defined in Section 162, these are corporations formed under the California General Corporation Law.  However, Section 1502(d) defines the "applicable filing period" as the calendar month during which the original articles were filed and the immediately preceding five calendar months.  Why doesn't this definition apply to Section 2117?  Section 1502(d) begins with "For the purposes of this section".  Thus, "applicable filing period" is quite clearly defined only for purpose Section 1502.  Neither Section 1502 nor 2117 state that the definition is applicable to Section 2117.

Not surprisingly and perhaps pragmatically,  the Secretary of State interprets the "applicable filing period" under Section 2117 as having the same meaning as under Section 1502 and even provides this handy table:

Annotation 2021-04-20 180121

 

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© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 111
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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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