“All corporations, including foreign corporations transacting intrastate business in California, must file an Annual Statement, on a form prescribed by the Secretary of State, that contains a designation of either a natural person residing in California or a qualified corporation as its agent for the purpose of service of process. [Corp. Code, § 1502, subd. (b) (domestic corporations); Corp. Code, §§ 2105, subd. (a)(4), 2117, subd. (b)] If a natural person is designated as the agent for service of process, the annual statement must include that person’s complete business or residence address. If a corporate agent is designated, no address is required. [Corp. Code, § 1502, subd. (b)]
However, before a corporation may be designated as an agent for service of process of any entity under any law that refers to Corp. Code § 1505, a certificate must be executed and filed in the name of the corporation by one of its officers. [Corp. Code, § 1505, subd. (a)] For example, the law mandating the filing of an annual statement by any foreign corporation transacting intrastate business in California explicitly requires compliance with Corp. Code § 1505. [Corp. Code, § 2117] The certificate required before a corporation may be designated as an agent for service of process under any law that refers to Corp. Code § 1505 must contain [Corp. Code, § 1505, subd. (a)]: (1) the complete address of the corporation’s office or offices in California, in which any entity designating the corporation as its agent may be served with process; (2) the name of each person employed by the corporation at each such office to whom it authorizes the delivery of a copy of any process; and (3) the corporation’s consent that delivery to any of the named persons at the office where that person is employed will constitute delivery of a copy to it, as an agent.
The certificate required under Corp. Code § 1505, subd. (a) may not be filed unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State. [Corp. Code, § 1505, subd. (c)] A corporation that files a certificate under Corp. Code § 1505, subd. (a) may file any number of supplemental certificates containing all the statements provided for in Corp. Code § 1505, subd. (a). When a supplemental certificate is filed it supersedes the statements contained in any certificate previously filed. [Corp. Code, § 1505, subd. (b)] A foreign corporation doing business in California must include in its annual statement its irrevocable consent to service on the Secretary of State if its designated agent or the agent’s successor is no longer authorized to act or cannot be found at the address given. [Corp. Code, § 2105, subd. (a)(5)]
In order to change its agent for service of process or the address of the agent, the corporation must file a current statement. [Corp. Code, § 1502, subd. (e) (domestic corporations); Corp. Code, § 2107, subd. (b) (amended Statement and Designation Form for foreign corporations)] Whenever a statement is filed pursuant to Corp. Code § 1502, it supersedes any previously filed statement and the statement in the articles of incorporation as to the agent for service of process and the address of the agent. [Corp. Code, § 1502, subd. (e); see also Corp. Code, § 2107, subd. (d), providing that filing of annual statement by foreign corporation under Corp. Code, § 2117 supersedes any previous statement or designation reflecting change in name or address of its agent for service of process]”
[California Civil Practice Business Litigation [certain citations omitted]]
