NOTE:  I have no legal background or training, so what follows are questions and observations from a layman.
The case put forth by Michael Jackson’s MJJ Productions is founded on the following, per Mr. Consequences for violations of some of these requirements are unclear, while others result in fines of hundreds of dollars. You may not withdraw your Property from sale after the date upon which you sign this Agreement or Consignment Receipt, whichever is earlier. Neither you nor we may amend, supplement or waive any provision of this Agreement other than by means of a writing signed by both parties.
More, if Tohme Tohme, President of MJJ Productions, “was not authorized by Michael Jackson to grant any company the right to sell Mr. Enter your email address to subscribe to this blog and receive notifications of new posts by email. Sometimes California-based entrepreneurs think that they can avoid CA registration fees and taxes by forming their business entities in another state. Section references and content below have been updated to reflect California’s new LLC law that took effect on January 1, 2014 (see RULLCA Brings New LLC Laws to California in 2014). For corporations, registration is required before transacting intrastate business (Section 2105(a)). Another disadvantage for corporations that do not register before transacting intrastate business is that they are subject to financial penalties (Section 2203).
Finally, a foreign entity that conducts intrastate business without registering is precluded from maintaining in California courts actions arising from such business (Section 2203 for corporations, Section 17708.07(a) for LLCs).
This blog does not provide legal advice and does not create an attorney-client relationship.
I still get questions about creating an LLC or corporation in NV, DE, etc because they heard about the benefits of filing there. If a Canadian corporation has a partner based in California that works from home doing software programming using his own equipment (not the companies) and we don’t have a physical product nor location within California and we are selling our product worldwide on the internet, do we still need to register in California? If the individual in CA is an independent contractor, then his software-development activities in CA are *not* imputed to your Canadian corporation; there is no need for the Canadian corporation to register in CA because it is not transacting intrastate business.
If my entity is based in Delaware and banks in Delaware, why is it doing business in California any more than anywhere else.
I see what you are saying, but isn’t Amazon (the company I want to sell through) entering into successive transactions, if they sell to people in California? If my supplier, who isn’t affiliated with me, is in California, does that constitute the sort of transactions they are talking about?
Wondering if our OR nonprofit corporation needs to file as a foreign corporation with the CA Secy of State when one of our employees moves to CA and will have a home office. Also, I am assuming that your answer to my question above will be that I must register with CA. As stated in the post, the test for doing business in CA is whether your entity is ?entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce?. Also, would I have to list my home address as the address for the LLC’s headquarters as well?
Some of the Form LLC-5 information, including the main office in CA, will be available in the Secretary of State’s online database.
That is part of the price that you pay for the privilege of forming a limited-liability entity in CA. There seem to be a lot of steps involved in moving the company (we already have been tapped on the shoulder by the city where that rental office is) … if we go thru and set up as a foreign corp, will it make sense at some point to re-incorporate or do we just have to grin and bear it and pay franchise tax in NY (which is minimal for LLCs)? If we maintain a mailing address in NY does that mean NY will consider us “there” even if physically not?
It appears that your decision will be largely tax-driven, so you need to consult with a tax advisor who is familiar with multistate (especially CA and NY) entities (sorry, I do not provide tax advice). There is a Quora answer by David Feldman which claims that the FTB will never come after you for delinquency. I have never heard of the FTB coming after anyone for $800 (or for $800 times some number of years). In any event, in my opinion one should not focus on whether the state will enforce unpaid annual fees. I had a very small business entity that conducted a few transactions in the state of California last year.

I have recently registered my foreign LLC (Georgia) to do business within CA, but it seems like with the slow process times, I may not have a SOS number by the time the returns or $800 tax are due. We acquire all of the stock in a California C corporation which has been a going concern for many years, and will continue in the same way. Does operating a LLC with the sole intent being asset protection, fully knowing that no profit will ever materialize change anything?
One may engage in a business as a sole proprietor while being the shareholder of a corporation (irrespective of the corporation’s state of formation). An aside re terminology: LLCs are formed, not incorporated (only corporations are incorporated).
For more information about Dana and his services, please go to the About Dana Shultz page and the Legal Services page. This blog does not constitute legal advice and does not establish an attorney-client relationship. TOHME, JAMES WELLER AND JOSEPH MARCUS IN SUPPORT OF MOTION FOR PRELIMINARY  INJUNCTION” filed on March 23, 2009 with the Superior Court of the State of California for the County of Los Angeles.
Tohme claims that he himself was not authorized by Michael Jackson to grant any company the right to sell Mr. Tohme was aware of specific and mandated requirements that Michael Jackson reserve the right to review all consigned property to determine what would be offered for sale and what would be returned as private property, did Tohme not have the responsibility to ensure that such requirements were clearly stipulated in the Consignment Agreement that he reviewed and executed with Julien’s Auctions?  If it did not meet his requirements, should he not have amended it to meet his requirements or not have signed it at all?
This is true even if the business is operating a website on servers located thousands of miles away. The correct Secretary of State form must be completed and submitted with a certificate of good standing from the state where the entity was formed and the applicable filing fee.
As you said, if they are based in CA, they still have to register in CA as a foreign entity.
I wrote that the issue is *whether* your LLC is doing business in CA, the test being ?entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce?. Planning to sell food products, but a lot will be sold online as well so do I have to register in all states.
I do not know the details of your business; however, it is common for entrepreneurs who reside in CA to satisfy the foregoing test and, thus, find themselves obligated either to form the entity in CA or to register it in CA as a foreign entity. Would it be worth forming as a corporation (via DEL, WY, or NV) at least for the first year of my operations — as a way to avoid the $800 franchise tax? As discussed above, the obligation to pay $800 depends on whether you are entering into repeated and successive transactions in CA, not on where you form the corporation.
In addition, the entire Form LLC-5 will be available to anyone who is willing to pay the Secretary of State to provide a copy. Instead, one should focus on striving to build a successful business, recognizing that there are risks in developing a startup and that one is willing to accept those risks. It does make me wonder, however: If the FTB can start taxing your company without SoS involvement, shouldn’t it be able stop taxing, too, without the SoS? For the purposes of the SOS, do we have to register, and more importantly, are we engaged in any thing that will require us to pay franchise tax?
Given that you will be forming an LLC, you (apparently) have no expectation of seeking institutional funding.
Shultz, Attorney at Law, is a business-savvy lawyer located in Northern California's San Francisco Bay Area (in the East Bay, near Oakland) who has in-depth knowledge of law, business, technology, and the needs of startup and early-stage companies.
Lane November 5, 1990 Contents Justice Souris discusses his family history, living in Detroit and then Ann Arbor as a student, and joining the Air Force in 1943. Tohme, event, Exhibit, Fraud, halt, Hollywood, illegal, intentional misrepresentation, Jacko, James R. If the entity is doing business in CA, then it must register with the CA Secretary of State, even if the entity was formed elsewhere.
I remember researching this issue for a client and the example the CA SS gave was that even for rental property located in another state, if the single member LLC banked in CA for that property, then that is considered doing business in CA in which they would have to register as a foreign LLC. One partner is planning to live in CA and the other in Pennsylvania, does that mean we have to register in PA? Is this address going to be made available to the public or is this only for internal purposes at the Secretary of State. He then talks about returning to the University of Michigan in 1945 to finish his degree and complete law school. Jackson could subsequently review an inventory list and photos to determine 1) which items would be kept as his private property and 2) which items would be made available for sale in the public auction.  Further, Mr.

The business has been slow a lot and we did not have much revenue from the state and we thought we might make a mistake filling at the first place. My understanding is that they are two different ‘entities’ with different liabilities? Do you think big oil has trashed the beaches and economy of Alabama, Louisiana, Mississippi, Texas and California?
Those states seem to have some great beaches and oil industry too.A (2) By constitutional amendment, by statute or by a€?otherwisea€? to extend Floridaa€™s Gulf of Mexico seaward boundaries.
Will you support an amendment, a statute or Governora€™s Executive Order to extend Floridaa€™s seaward boundaries? He then talks about other cases concerning government immunity and the relation that such cases and court decision have with the creation and revision of law.
He further discusses such issues as presumption of undue influence, summary judgment, the right of discovery, and the type of law he practices. On July 4, at the Tallahassee Automobile Museum, citizens will sign the Declaration of Independence from Foreign Oil. It appears that the better argument is that our national security will be helped by oil drilling. News reports have correctly quoted me, a€?Ita€™s time for energy independence.a€? Will you sign the Declaration?A (4) Demanding the federal government share profits from oil leases. Why havena€™t you demanded that Florida citizens share in the oil revenue?A (5) Florida should set up an Oil Revenue Trust Fund and make annual distributions to Florida Citizens like Alaska does.A (6) Benjamin Franklin believed elected officials in a republic should not be paid.
Why dona€™t you follow the example of Benjamin Franklin and set up such a fund see pages 712-713 attached.A Ia€™m not big oil.
Pace Allen, a spokesman for the group, says public interest in growing.a€?These polls have revealed that citizens understand, or are beginning to understand that technology has improved.
If last summer is any indicator the support for offshore oil drilling will go up if the gas prices do.Governor Charlie Crist will be watching the polls in his bid for the US Senate. Michelle Rehwinkel Vasilinda for your vote and article.A  Thank you DeVoe Moore for your article, "To rebuild, America must build something." Let's drill for Dakota Oil too! Americans have the need for energy independence to secure the rights of life, liberty and the pursuit of happiness.Congress should end the tyrannical rule over our nation by hostile foreign nations by encouraging more production of American energy from all of America's bountiful resources. Seaward boundaries of StatesThe seaward boundary of each original coastal State is hereby approved and confirmed as a line three geographical miles distant from its coast line or, in the case of the Great Lakes, to the international boundary. Any State admitted subsequent to the formation of the Union which has not already done so may extend its seaward boundaries to a line three geographical miles distant from its coast line, or to the international boundaries of the United States in the Great Lakes or any other body of water traversed by such boundaries.
Any claim heretofore or hereafter asserted either by constitutional provision, statute, or otherwise, indicating the intent of a State so to extend its boundaries is hereby approved and confirmed, without prejudice to its claim, if any it has, that its boundaries extend beyond that line.
The authorization contained in the preceding sentence of this section shall not be construed to be a limitation upon the authority conferred on the Secretary in other sections of thisAct.
Payments made pursuant to such agreement, or pursuant to any stipulation between the United States and a State, shall be considered as compliance with section 6(a)(4) hereof [43 USC A§ 1335(a)(4)]. Upon the termination of such agreement or stipulation be reason of the final settlement or adjudication of such controversy, if the lands subject to any mineral lease are determined to be in whole or in part lands subject to the provisions of this Act, the lessee, if he has not already done so, shall comply with the requirementsof section 6(a) [43 USC A§ 1335(a)], and thereupon the provisions of section 6(b) [43 USC A§ 1335(b)] shall govern such lease. The notice concerning "Oil and Gas Operations in the Submerged Coastal Lands of the Gulf of Mexico" issued by the Secretary on December 11, 1950 (15 F. A§A§1301-1315 (2002).The Submerged Lands Act was enacted in response to litigation that effectively transferred ownership of the first three miles of a statea€™s coastal submerged lands to the federal government.
California (1947), the United States successfully argued that the three nautical miles seaward of California belonged to the federal government, primarily finding that the federal governmenta€™s responsibility for the defense of the marginal seas and the conduction of foreign relations outweighed the interests of the individual states.A --more--In response, Congress adopted the SLA in 1953, granting title to the natural resources located within three miles of their coastline (three marine leagues for Texas and the Gulf coast of Florida). Texas) emphasizing that Congress could relinquish to the states the federal government's property rights over the submerged lands without interfering with U.S. Companies to drill and recover the oil in the Gulf of Mexico, in the 25 a€“ 125 mile range, for U.S. The second will require the state to permit and promote the building of at least one new refinery in the State of Florida.

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