“‘Foreign corporation’ means any corporation other than a domestic corporation. In addition, when “foreign corporation” is used in Corp. Code, §§ 91 and 2100 et seq., it includes a foreign association, unless otherwise stated. “Foreign corporation” as used in Corp. Code, §§ 2100 et seq. does not include a corporation or association chartered under the laws of the United States. [Corp. Code, § 171] “Foreign association” means a business association organized as a trust under the laws of a foreign jurisdiction. [Corp. Code, § 170] Foreign corporations qualified to transact intrastate business in California are subject to California corporation franchise tax requirements until such time as they formally surrender their right to transact intrastate business unless a determination of exemption is issued by the Franchise Tax Board.
Except as otherwise expressly provided, Corp. Code, §§ 2100 et seq. apply only to foreign corporations transacting intrastate business. [Corp. Code, § 2100] For purposes of Corp. Code, §§ 2100 et seq., ‘transacting intrastate business’ means entering into repeated and successive transactions of business in California, other than interstate or foreign commerce. Soliciting or procuring orders where such orders require acceptance without the state to become contracts does not constitute transacting intrastate business. Determination of whether a corporation is transacting intrastate business is based on an analysis of its activities in California according to several factors. Without excluding other activities that may not constitute transacting intrastate business, a foreign corporation will not be considered to be transacting intrastate business within the meaning of Corp. Code § 191, subd. (a) solely by carrying on any one or more of the following activities in California [Corp. Code, § 191, subd. (c)]: (1) maintaining or defending any action, suit, or proceeding, or effecting settlement thereof or of claims or disputes. (2) holding meetings of its Board or shareholders or carrying on other activities concerning its internal affairs. (3) maintaining bank accounts. (4) maintaining offices or agencies for the transfer, exchange, and registration of its securities. (5) effecting sales through independent contactors. (6) soliciting or procuring orders, whether by mail or through agents or employees, where such orders require acceptance outside California before becoming binding contracts. (7) creating evidences of debt or mortgages, liens, or security interests on property. (8) conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of a like nature.
A foreign nonprofit corporation is not permitted to transact intrastate business unless it has obtained a Certificate of Qualification from the Secretary of State by filing a Statement and Designation by Foreign Corporation Form signed by a corporate officer. [Corp. Code, § 2105 for discussion of designation of agent for service of process. When the application procedure for a Certificate of Qualification is complete, including payment of the fee, the Secretary of State must file the Statement and Designation Form and must issue to the corporation a Certificate of Qualification. Issuance of the Certificate is subject to the provisions of Corp. Code § 2106, subd. (b), which regulate the availability of names for use by foreign corporations transacting business in California. [Corp. Code, § 2106, subd. (a); for discussion of Corp. Code, § 2106, subd. (b)] The Certificate must state the date of filing of the Statement and Designation form. In addition, it must state that the corporation is qualified to transact intrastate business, subject, however, to any licensing requirements otherwise imposed by California law. [Corp. Code, § 2106, subd. (a)] The Secretary is not permitted to file a Statement and Designation pursuant to Corp. Code, § 2106, or an amended Statement and Designation pursuant to Corp. Code, § 2107, if it appears that the business involves an insurer subject to the Insurance Code, unless the Insurance Commissioner has approved the corporate name. [Corp. Code, § 2106.5] If a foreign corporation subject to Corp. Code §§ 2100 et seq. transacts intrastate business and fails to comply with the certification requirements of Corp. Code § 2105, it will not be permitted to maintain any action or proceeding on any intrastate business transacted in any court of California before compliance with Corp. Code § 2105.
The Secretary of State is not permitted to file articles of incorporation that set forth a name that is likely to mislead or deceive the public, or that closely resembles the name of another corporation.”
[California Civil Practice Business Litigation [certain citations omitted]]
