November 29, 2022

Volume XII, Number 333

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November 28, 2022

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When A Business Trust Might Also Be A Foreign Corporation

I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish.  It there fore may be no surprise that in California a business trust may be a foreign corporation.  Corporations Code Section 170 defines a "foreign association" as a business association organized as a trust under the laws of a foreign jurisdiction.  A business trust therefore is a "foreign association" for purposes of the California General Corporation Law.

Matters do not end there, however.  Section 171 defines a "foreign corporation" as including, unless otherwise stated, a "foreign association" when used in Section 191 (definition of "transact intrastate business"); Section 201 (prohibited names); 2203 (penalties for transacting intrastate business without registration); Section 2258 (penalties for noncompliance with Chapter 21); Section 2259 (unauthorized transaction of intrastate business); and Chapter 21 (foreign corporations generally).  There is one exception - a foreign corporation as used in Chapter 21 does not include an association chartered under the laws of the United States.

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 272
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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...

949-851-5428
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