Cal. Corporations Code § 2105

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(a)A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification. To obtain that certificate it shall file, on a form prescribed by the Secretary of State, a statement and designation signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating:

(1)The name of the corporation, and, if the name does not comply with Section 201, an alternate name adopted pursuant to subdivision (b) of Section 2106.

(2)The state or place of its incorporation or organization and a statement that the foreign corporation is authorized to exercise its powers and privileges in that state or place of its incorporation or organization.

(3)The street address of its principal office.

(4)The street address of its principal office in California, if any.

(5)The mailing address of its principal office, if different from the addresses specified pursuant to paragraphs (3) and (4).

(6)The name of an agent upon whom process directed to the corporation may be served within this state. The designation shall comply with subdivision (b) of Section 1502.

(7)(A)Its irrevocable consent to service of process directed to it upon the agent designated and to service of process on the Secretary of State if the agent designated or the agent’s successor is no longer authorized to act or cannot be found at the address given.

(B)Consent under this paragraph extends to service of process directed to the foreign corporation’s agent in this state for a search warrant issued pursuant to Section 1524.2 of the Penal Code, or for any other validly issued and properly served search warrant, for records or documents that are in the possession of the foreign corporation and are located inside or outside of this state. This subparagraph shall apply to a foreign corporation that is a party or a nonparty to the matter for which the search warrant is sought. For purposes of this subparagraph, “properly served” means delivered by hand, or in a manner reasonably allowing for proof of delivery if delivered by United States mail, overnight delivery service, or facsimile to a person or entity listed in Section 2110, or any other means specified by the foreign corporation, including, but not limited to, email or submission via an internet web portal that the foreign corporation has designated for the purpose of service of process.

(8)If it is a corporation that will be subject to the Insurance Code as an insurer, it shall state that fact.

(b)Annexed to the statement and designation shall be a certificate by an authorized public official of the state or place of incorporation of the corporation to the effect that the corporation is an existing corporation in good standing in that state or place or, in the case of an association, an officers’ certificate stating that it is a validly organized and existing business association under the laws of a specified foreign jurisdiction.

(c)Before it may be designated by a foreign corporation as its agent for service of process, a corporate agent must comply with Section 1505.

Notes of Decisions

Cited in 32 cases (9 in the last 5 years), 1979–2025 · leading case: Champlaie v. BAC Home Loans Servicing, LP

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Champlaie v. BAC Home Loans Servicing, LP (2009) caed · cites it 3× “” These “terms” allegedly provide that MERS shall serve as mortgagee of record with respect to all such mortgage loans solely as a nominee, in an administrative capacity, for the beneficial owner or owners thereof from time to time.”

Bristol-Myers Squibb Co. v. Superior Court of San Francisco County (2016) cal · cites it 2× “(Corp. Code, § 2105, subd. (a)(5).) As the high court has explained, ―[t]he purpose of state statutes requiring the appointment by foreign corporations of agents upon whom process may be served is primarily to subject them to the jurisdiction of local courts in controversies…”

Hydrotech Systems, Ltd. v. Oasis Waterpark (1991) cal · cites it 2× “(Corp. Code, §§ 2105, 2203, subd. (c).) The Court of Appeal concluded it did not have to reach the qualification issue because it had held that Hydrotech's contract claims were barred in any event by section 7031.”

Cognitronics Imaging Systems, Inc. v. Recognition Research Inc. (2000) vaed · cites it 2× “Indeed, RRI has registered with the State of California in accordance with all requirements of Cal. Corp.Code § 2105, 4 been assigned a tax identification number, and received a license to transact business anywhere within the state, including the Southern District of…”

Bae v. T.D. Service Co. of Arizona (2016) calctapp “” 13 Respondent also presented evidence that C & H, as a Nevada corporation, lacked standing to maintain an action because it was not certified to transact business in California (Corp. Code, §§ 2105, subd. (a), 2203, subd.”

Mediterranean Exports, Inc. v. Superior Court (1981) calctapp · cites it 3× “Review Respondent Court Erred in Striking the Answer and the Cross-complaint As previously indicated, Corporations Code section 2105 provides that a foreign corporation shall not “transact intrastate business” in California “without having first obtained from the Secretary of…”

In re Qualcomm Inc. (2016) cand “Corp. Code § 191 (a) (“For the purposes of Chapter 21 (commencing with Section 2100), 'transact intrastate business' means entering into repeated and successive transactions of its business in this state.”

Hurst v. Buczek Enterprises, LLC (2012) cand · cites it 2× ““A [counter-jdefendant who seeks to challenge a [counter-Jplaintiffs standing under Cal. Corp.Code §§ 2105 and 2203 may do so by motion to dismiss for lack of standing.”

In re Suntech Power Holdings Co. (2014) nysb “No member of the Debtor’s management other than Mr. Liou was present in California, and even his official address was listed with the SEC as “c/o Suntech Power Holdings Co.”

Gibble v. Car-Lene Research, Inc. (1998) calctapp “) Corporations Code sections 2105, 2107, 2110, and 2111 apply only to foreign corporations, and there is no claim in this case that Car-Lene is a corporation to which Corporations Code former sections 3301 to 3303, and 6500 to 6504, remain applicable.”

Conseco Marketing, LLC v. IFA & Insurance Services, Inc. (2013) calctapp “” (Corp. Code, § 2105, subd. (a).) “A foreign corporation transacting intrastate business which has failed to qualify with the Secretary of State may nevertheless defend an action brought against it in state court [and] may also commence an action in state court[; it] may not,…”

Dew v. Appleberry (1979) cal “2d 651 ], in which the court applied section 351 to the individual defendant in an action for personal injury, but held section 351 inapplicable as to a corporate defendant, in view of the California statutory provisions relative to service of summons on foreign corporations…”

Show all 32 citing cases →

— Cal. Corporations Code § 2105(5)(A) — 1 case

Cognitronics Imaging Systems, Inc. v. Recognition Research Inc. (2000) vaed “Indeed, RRI has registered with the State of California in accordance with all requirements of Cal. Corp.Code § 2105, 4 been assigned a tax identification number, and received a license to transact business anywhere within the state, including the Southern District of…”

— Cal. Corporations Code § 2105(a) — 4 cases

Champlaie v. BAC Home Loans Servicing, LP (2009) caed “” These “terms” allegedly provide that MERS shall serve as mortgagee of record with respect to all such mortgage loans solely as a nominee, in an administrative capacity, for the beneficial owner or owners thereof from time to time.”

Hurst v. Buczek Enterprises, LLC (2012) cand ““A [counter-jdefendant who seeks to challenge a [counter-Jplaintiffs standing under Cal. Corp.Code §§ 2105 and 2203 may do so by motion to dismiss for lack of standing.”

Gas Transmission Northwest LLC v. Cochrane Extraction Partnership (2023) caed

— Cal. Corporations Code § 2105(a)(5)(A) — 1 case

Isis Litigation, L.L.C. v. Svensk Filmindustri (2007) coloctapp

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