(a)Any foreign corporation which transacts intrastate business and which does not hold a valid certificate from the Secretary of State may be subject to a penalty of twenty dollars ($20) for each day that unauthorized intrastate business is transacted; and the foreign corporation, by transacting unauthorized intrastate business, shall be deemed to consent to the jurisdiction of the courts of California in any civil action arising in this state in which the corporation is named a party defendant.
(b)The penalty established by subdivision (a) of this section shall be
assessed according to the number of days it is found that the corporation has been willfully doing unauthorized intrastate business. Prosecution under this section may be brought, and the money penalty recovered thereby shall be paid, in the manner provided by Section 2258 for a prosecution brought under that section. The amount of the penalty assessed shall be determined by the court based upon the circumstances, including the size of the corporation and the willfulness of the violation.
(c)A foreign corporation subject to the provisions of Chapter 21 (commencing with Section 2100) which transacts intrastate business without complying with Section 2105 shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state, commenced prior to compliance with Section 2105, until it has complied with the provisions thereof and has paid to the Secretary of State a penalty of two hundred fifty dollars
($250) in addition to the fees due for filing the statement and designation required by Section 2105 and has filed with the clerk of the court in which the action is pending receipts showing the payment of the fees and penalty and all franchise taxes and any other taxes on business or property in this state that should have been paid for the period during which it transacted intrastate business.
Notes of Decisions
White Dragon Prods., Inc. v. Performance Guarantees, Inc., 196 Cal. App. 3d 163 (Cal. Ct. App. 1987).
· cites it 2× “White Dragon Productions opposed Performance Guarantees’ motion, contending Performance Guarantees was not entitled to summary judgment as a matter of law for two reasons: (1) Performance Guarantees was not a corporation in good standing and hence was precluded from…”
Hurst v. Buczek Enter., LLC, 870 F. Supp. 2d 810 (N.D. Cal. 2012).
“” Any corporation that fails to obtain such certificate of qualification “shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state.”
Mediterranean Exports, Inc. v. Superior Court, 119 Cal. App. 3d 605 (Cal. Ct. App. 1981).
“5 Corporations Code section 2203, subdivision (c), provides that “[a] foreign corporation subject to *614 the provisions of Chapter 21 .”
United Sys. of Arkansas, Inc. v. Stamison, 63 Cal. App. 4th 1001 (Cal. Ct. App. 1998).
“” (Corp. Code, § 2203, subd. (c).) “The defendant bears the burden of proving: (1) the action arises out of the transaction of intrastate business by a foreign corporation; and (2) the action was commenced by the foreign corporation prior to qualifying to transact intrastate…”
Billuni v. Myers CA4/3 (Cal. Ct. App. 2014).
· cites it 2× “” (Corp. Code, § 2203, subd. (c).) “The failure of a foreign corporation to qualify to transact business prior to commencing an action is a matter of abatement of the action.”
Henley Fin., Ltd. v. Goyette & Assoc., Inc. (E.D. Cal. 2022).
“17 Cal. Corp. Code § 2203 (c). 18 As Defendants have not met their burden to prove Plaintiff transacted intrastate business, 19 the Court need not consider whether Plaintiff commenced this action prior to obtaining a 20 certificate of qualification, pursuant to California…”
GoMirror v. Brockstar CA4/3 (Cal. Ct. App. 2013).
“(Corp. Code, § 2203, subd. (c) [foreign corporation that 4 “transacts intrastate business without” the requisite registration “shall not maintain any action or proceeding upon any intrastate business so transacted”]; see, e.”
Achieve Software Corp. v. Garg Data Int'l, Inc., 225 F. App'x 454 (9th Cir. 2007).
“See Cal. Corp.Code § 2203(c). But “[maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting settlement thereof or the settlement of claims or disputes” is not “intrastate business.”
Cal. Corporations Code § 2203(c): 2 cases
Hurst v. Buczek Enter., LLC, 870 F. Supp. 2d 810 (N.D. Cal. 2012).
“” Any corporation that fails to obtain such certificate of qualification “shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state.”
Achieve Software Corp. v. Garg Data Int'l, Inc., 225 F. App'x 454 (9th Cir. 2007).
“See Cal. Corp.Code § 2203(c). But “[maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting settlement thereof or the settlement of claims or disputes” is not “intrastate business.”
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