Join

Develop your organization or community by collaborating with others in JBM

4 Organizers
Join Us!
#NextGen Advocate

"Transact Intrastate Business"

Corporations Code - CORP

TITLE 1. CORPORATIONS [100 - 14631] ( Title 1 enacted by Stats. 1947, Ch. 1038. )

DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. )

CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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, other than interstate or foreign commerce.

(b) A foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business or merely because of its status as any one or more of the following:

  1. A shareholder of a domestic corporation.
  2. A shareholder of a foreign corporation transacting intrastate business.
  3. A limited partner of a domestic limited partnership.
  4. A limited partner of a foreign limited partnership transacting intrastate business.
  5. A member or manager of a domestic limited liability company.
  6. A member or manager of a foreign limited liability company transacting intrastate business.

(c) Without excluding other activities that may not constitute transacting intrastate business, a foreign corporation shall not be considered to be transacting intrastate business within the meaning of subdivision (a) solely by reason of carrying on in this state any one or more of the following activities:

  1. Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement 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 or depositaries with relation to its securities.
  5. Effecting sales through independent contractors.
  6. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance outside this state before becoming binding contracts.
  7. Creating evidences of debt or mortgages, liens or security interests on real or personal 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 like nature.

(d) Without excluding other activities that may not constitute transacting intrastate business, any foreign lending institution, including, but not limited to: any foreign banking corporation, any foreign corporation all of the capital stock of which is owned by one or more foreign banking corporations, any foreign savings and loan association, any foreign insurance company or any foreign corporation or association authorized by its charter to invest in loans secured by real and personal property, whether organized under the laws of the United States or of any other state, district or territory of the United States, shall not be considered to be doing, transacting or engaging in business in this state solely by reason of engaging in any or all of the following activities either on its own behalf or as a trustee of a pension plan, employee profit sharing or retirement plan, testamentary or inter vivos trust, or in any other fiduciary capacity:

  1. The acquisition by purchase, by contract to purchase, by making of advance commitments to purchase or by assignment of loans, secured or unsecured, or any interest therein, if those activities are carried on from outside this state by the lending institution.
  2. The making by an officer or employee of physical inspections and appraisals of real or personal property securing or proposed to secure any loan, if the officer or employee making any physical inspection or appraisal is not a resident of and does not maintain a place of business for that purpose in this state.
  3. The ownership of any loans and the enforcement of any loans by trustee’s sale, judicial process or deed in lieu of foreclosure or otherwise.
  4. The modification, renewal, extension, transfer or sale of loans or the acceptance of additional or substitute security therefor or the full or partial release of the security therefor or the acceptance of substitute or additional obligors thereon, if the activities are carried on from outside this state by the lending institution.
  5. The engaging by contractural arrangement of a corporation, firm or association, qualified to do business in this state, that is not a subsidiary or parent of the lending institution and that is not under common management with the lending institution, to make collections and to service loans in any manner whatsoever, including the payment of ground rents, taxes, assessments, insurance, and the like and the making, on behalf of the lending institution, of physical inspections and appraisals of real or personal property securing any loans or proposed to secure any loans, and the performance of any such engagement.
  6. The acquisition of title to the real or personal property covered by any mortgage, deed of trust or other security instrument by trustee’s sale, judicial sale, foreclosure or deed in lieu of foreclosure, or for the purpose of transferring title to any federal agency or instrumentality as the insurer or guarantor of any loan, and the retention of title to any real or personal property so acquired pending the orderly sale or other disposition thereof.
  7. The engaging in activities necessary or appropriate to carry out any of the foregoing activities.

Nothing contained in this subdivision shall be construed to permit any foreign banking corporation to maintain an office in this state otherwise than as provided by the laws of this state or to limit the powers conferred upon any foreign banking corporation as set forth in the laws of this state or to permit any foreign lending institution to maintain an office in this state except as otherwise permitted under the laws of this state.

(Amended by Stats. 2006, Ch. 57, Sec. 1. Effective January 1, 2007.)

Corporations Code - CORP

TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. )

CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. )

ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

15901.02. In this chapter, the following terms have the following meanings:

(ai)

  1. “Transact intrastate business” means, for purposes of registration, entering into repeated and successive transactions of business in this state, other than interstate or foreign commerce.
  2. A foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely because of its status as one or more of the following:

    (A) A shareholder of a foreign corporation transacting intrastate business.
    (B) A shareholder of a domestic corporation.
    (C) A limited partner of a foreign limited partnership transacting intrastate business.
    (D) A limited partner of a domestic limited partnership.
    (E) A member or manager of a foreign limited liability company transacting intrastate business.
    (F) A member or manager of a domestic limited liability company.

  3. Without excluding other activities that may not constitute transacting intrastate business, a foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely by reason of carrying on in this state one or more of the following activities:

    (A) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims and disputes.
    (B) Holding meetings of its partners or carrying on other activities concerning its internal affairs.
    (C) Maintaining bank accounts.
    (D) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositories with relation to its securities.
    (E) Effecting sales through independent contractors.
    (F) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts.
    (G) Creating or acquiring evidences of debt or mortgages, liens, or security interests on real or personal property.
    (H) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
    (I) Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature.
    (J) Transacting business in interstate commerce.

  4. A person shall not be deemed to be transacting intrastate business in this state within the meaning of paragraph (1) solely because of the person’s status as a limited partner of a domestic limited partnership or a foreign limited partnership registered to transact intrastate business in this state.

This definition shall not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, jurisdiction, or other regulation under any other law of this state.

(Amended by Stats. 2007, Ch. 130, Sec. 40. Effective January 1, 2008.)

Corporations Code - CORP

TITLE 2.6. CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT [17701.01 - 17713.13] ( Title 2.6 added by Stats. 2012, Ch. 419, Sec. 20. )

ARTICLE 8. Foreign Limited Liability Companies [17708.01 - 17708.09] ( Article 8 added by Stats. 2012, Ch. 419, Sec. 20. )

17708.03. (a) A foreign limited liability company that enters into repeated and successive transactions of business in this state, other than in interstate or foreign commerce, is considered to be transacting intrastate business in this state within the meaning of this article.

(b) Without excluding other activities that may not be considered to be transacting intrastate business in this state within the meaning of this article, activities of a foreign limited liability company that do not constitute transacting intrastate business in this state include all of the following:

  1. Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of those, or the settlement of claims or disputes.
  2. Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.
  3. Maintaining accounts in financial institutions.
  4. Maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company’s own securities or maintaining trustees or depositories with respect to those securities.
  5. Selling through independent contractors.
  6. Soliciting or procuring orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
  7. Creating or acquiring indebtedness, evidences of indebtedness, mortgages, liens, or security interests in real or personal property.
  8. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired.
  9. Conducting an isolated transaction that is completed within 180 days and is not in the course of a number of repeated transactions of a like nature.
  10. Transacting business in interstate commerce.

(c) Without excluding other activities that may not be considered to be transacting intrastate business in this state within the meaning of this article, a foreign limited liability company shall not be considered to be transacting intrastate business in this state merely because its subsidiary transacts intrastate business in this state, or merely because of its status as any one or more of the following:

  1. A shareholder of a domestic corporation.
  2. A shareholder of a foreign corporation transacting intrastate business.
  3. A limited partner of a foreign limited partnership transacting intrastate business.
  4. A limited partner of a domestic limited partnership.
  5. A member or manager of a foreign limited liability company transacting intrastate business.
  6. A member or manager of a domestic limited liability company.

(d) A person shall not be deemed to be transacting intrastate business in this state within the meaning of this article merely because of its status as a member or manager of a domestic limited liability company or a foreign limited liability company registered to transact intrastate business in this state.

(e) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under the law of this state other than this article.

(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)

E-mail me when people leave their comments –

You need to be a member of .LA to add replies!

Join .LA