ARTICLE
18 January 2022

No File Number, No Filing

AM
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.
Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number. E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A).
United States California Corporate/Commercial Law

Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number.  E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A).  Other statutes do not specify that the filing must include the file number.   E.g., Cal. Corp. Code § 905.  That does not mean that a file number is not required.  In 2020, the legislature amended Section 110(d) to provide that any instrument submitted for filing with the Secretary of State must include the entity number.  Cal. Stats. 2020, ch. 361, § 1.   The Secretary of State's office sponsored this change in order to improve its "ability to intake key information in an automated way".   SB 522 Senate Floor Analysis (Aug. 30, 2020).

More on the case of the friend with no identified benefits . . .

UCLA School of Law Professor Stephen Bainbridge picked up on yesterday's post, observing that the Securities & Exchange Commission "is trying to revive the discredited equal access test and turn insider trading by tippers into a status crime".  

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