SB 738: Corporate Transparency Act: foreign corporations: certificate of qualification.

The General Corporation Law (GCL) prohibits a foreign corporation from transacting intrastate business, as defined, without having first obtained from the Secretary of State a certificate of qualification and stating, as prescribed, certain information, including the state or place of its incorporation or organization and a statement that the foreign corporation is authorized to exercise its powers and privileges in that state or place of its incorporation or organization. The GCL makes a foreign corporation that transacts intrastate business without complying with the GCL guilty of a misdemeanor.

This bill, the Corporate Transparency Act, would require a foreign corporation to additionally disclose certain information with respect to any beneficial owner, as defined, of the foreign corporation, including the owners full legal name. By expanding the scope of the misdemeanor described above, this bill would impose a state-mandated local program.

The California Revised Uniform Limited Liability Company Act authorizes a foreign limited liability company to apply for a certificate of registration to transact business in this state by delivering an application to the Secretary of State for filing on a form prescribed by the Secretary of State that states certain information, including the state or other jurisdiction under whose law the foreign limited liability company is organized and a statement that the foreign limited liability company is authorized to exercise its powers and privileges in that state or other jurisdiction.

This bill would require a foreign limited liability company to additionally disclose certain information with respect to any beneficial owner, as defined, of the foreign limited liability company, including the owners full legal name.

The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.

This bill would provide that no reimbursement is required by this act for a specified reason.