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Volume XII, Number 148

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Why No Change Is Not An Option

California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met:

  • The corporation is a California stock, agricultural cooperative or registered foreign corporation;

  • A previous complete Statement of Information has been filed with the California Secretary of State;  and

  • There has been no change in any of the information contained in the previous complete Statement of Information.

Unfortunately, this option is not available this year and all corporations will be required to file a complete Statement of Information (Form SI 550).  No change is not an option due to the enactment of AB 3075 (Gonzalez).  See California Governor Signs "Wacky" Successor Liability Bill Into Law.  Among other things, AB 3075 requires the annual statement to disclose whether any officer or any director has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code.  Cal. Corp. Code §§ 1502 & 2117.  After an annual statement has been filed including this disclosure, the corporation may once again file a "no change" statement (assuming, of course, that there has been no change).

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 21
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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...

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