When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California Secretary of State’s office. Cal. Corp. Code § 1905. Among other things, the Certificate of Dissolution is include one of
Allen Matkins Blogs
Blog Authors
Latest from Allen Matkins
Court Finds The CTA "Likely Unconstitutional" – Does The Court's Analysis Doom A Federal Corporate Law?
My email inbox has been flooded with questions about Judge Amos L. Mazzant’s decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations. Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). Judge Mazzant found that the CTA and implementing regulations are “likely unconstitutional as outside Congress’ power”. The ruling…
Is Delaware Corporate Law Meant Only For Oἱ Όλίγοι?
Professor Stephen Bainbridge has offered a rebuttal to my observation that Delaware’s corporate law is inaccessible to everyday observers. He posits that inaccessibility is a “feature not a bug”. As an example, he describes a merger transaction rife with complexities and expresses doubt that “a deal with so many wrinkles can be governed by law…
Court Rules That When Profits Are Hypothetical There Can Be No Civil Theft
Under California Penal Code Section 496(a) a person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or obtained, is subject to imprisonment. Subdivision (c) of the same statute provides that any person injured by…
Delaware's Problem Isn't That It's Pro-Plaintiff And Anti-Business, It's That Its Corporate Law Is Too Labyrinthine And Unpredictable
Professor Stephen Bainbridge recently took note of a draft essay by Yale Law School Professor Jonathan R. Macey, Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas. Professor Macey posits that while Delaware has a “state-of-the-art and up-to-date corporate law”, “certain judges are making Delaware corporations feel unwelcome, and…
FinCEN's Nearly $7 Billion Tax On Small Businesses (Mostly)
Under the Corporate Transparency Act, reporting entities formed before January 1 of this year must file their beneficial ownership information reports with the Financial Crimes Enforcement Network (aka the FinCEN). As this deadline nears, I have heard that compliance rates are low for companies formed before January 1, 2024. I am also hearing complaints about…
Is The FinCEN Laying The Foundation For The G.O.A.T. Data Breach?
On May 29, 1453 the walls of Constantinople had stood unbreached for more than a thousand years. Yet on that day, the army of Sultan Mehmed II was able to force entry into the city through the Gate of St. Romanus. The Byzantine Emperor Constantine XI Palaeologus was killed and the city became Mehmed’s new capital. …
Using A Service To File A Beneficial Ownership Information Report? Be Sure To Read The Small Print
It cannot be gainsaid that the Corporate Transparency Act has been a major headache for millions of business entities. The CTA is part of the William M. (Mac) Thornberry National Defense Authorization Act (NDAA) for Fiscal Year 2021, Pub. L. No. 116-283 (H.R. 6395), 134 Stat. 338, 116th Cong. 2d Sess. The gist of the…
Should Law Schools Teach The California Constitution?
Yesterday’s edition of the Los Angeles Daily Journal included an above the fold headline proclaiming “growing chorus for state constitutions should be taught in law schools”. I don’t recall such a course being offered when I was in law school more than four decades ago. However, according to the article, Stanford (not my alma mater) currently…
Looking For A Crypto Scam? You Might Find It Here
The California Department of Financial Protection & Innovation has created an online “Crypto Scam Tracker” that allows the public to by search company name, scam type, or keywords. Scams reported on the Tracker are based on consumer complaints to the department. However, the DFPI states that it has not verified the losses reported…