March 26, 2019

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Whom Do You Serve (Part 2)?

The point of last Friday's post is that Section 1502 of the California Corporations Code does not apply to foreign limited liability companies.  That statute requires a "corporation", as defined in Section 162, to file a statement with the Secretary of State that, among other things, designates "as the agent of the corporation for the purpose of service of process, a natural person residing in this state or a corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated".  

Corporations Code Section 17701.16 governs service of process against a "limited liability company", as defined in Section 17701.02(k), or a "foreign limited liability company", as defined in Section 17701.02(j).  Under this statute, valid service may be effected by "delivery (1) to any individual designated by it as agent, or (2) if the designated agent is a corporation, to any person named in the latest certificate of the corporate agent filed pursuant to Section 1505 at the office of the corporate agent".  

Is personal service tantamount to slavery?

The word "service" is derived from the Latin word servus, meaning a slave.  Ancient Rome operated on a slave economy:

"But there still remained, in the centre of every province and of every family, an unhappy condition of men who endured the weight, without sharing the benefits, of society.  In the free states of antiquity the domestic slaves were exposed to the wanton rigour of despotism."

Edward Gibbon, The History of the Decline and Fall of the Roman EmpireCh. 2.

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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...