ARTICLE
30 September 2022

When A Business Trust Might Also Be A Foreign Corporation

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Allen Matkins Leck Gamble Mallory & Natsis LLP

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Allen Matkins, founded in 1977, is a California-based law firm with more than 200 attorneys in four major metropolitan areas of California: Los Angeles, Orange County, San Diego, and San Francisco. The firm's areas of focus include real estate, construction, land use, environmental and natural resources, corporate and securities, real estate and commercial finance, bankruptcy, restructurings and creditors' rights, joint ventures, and tax; labor and employment, and trials, litigation, risk management, and alternative dispute resolution in all of these areas. For more information about Allen Matkins please visit www.allenmatkins.com.
I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish. It there fore may be no surprise that in California a business trust may be a foreign corporation.
United States California Corporate/Commercial Law

I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish. It there fore may be no surprise that in California a business trust may be a foreign corporation. Corporations Code Section 170 defines a "foreign association" as a business association organized as a trust under the laws of a foreign jurisdiction. A business trust therefore is a "foreign association" for purposes of the California General Corporation Law.

Matters do not end there, however. Section 171 defines a "foreign corporation" as including, unless otherwise stated, a "foreign association" when used in Section 191 (definition of "transact intrastate business"); Section 201 (prohibited names); 2203 (penalties for transacting intrastate business without registration); Section 2258 (penalties for noncompliance with Chapter 21); Section 2259 (unauthorized transaction of intrastate business); and Chapter 21 (foreign corporations generally). There is one exception - a foreign corporation as used in Chapter 21 does not include an association chartered under the laws of the United States.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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