Foreign corporations

Question 1

Defining foreign corporation, payment of fees

Answer 1

1. rarely tested
2. foreign corporation: any corporation incorporated of the state (outside CA)
3. foreign corporations transacting business in this state must qualify and pay prescribed fees

Question 2

Transacting business

Answer 2

4. transacting business: regular course of intrastate (not interstate) business activity
   i. requires regular in-state business
   ii. does not include occasional or sporadic activity in this state
   iii. does not include simply owning property in state

Question 3

Qualifying

Answer 3

foreign corporations qualify by getting a certificate of authority from Sec. of State

i. must give information from its articles and prove good standing in home state
ii. must have a registered agent in this state and pay fees

6. foreign corporations that transact business without qualifying:
   i. are subject to civil fine, and
   ii. cannot sue in the state but can be sued and defend
7. once the foreign corporation qualifies and pays back-fees and fines, it can sue