Reasons the California Secretary of State Rejects Corporate Filings

Are you planning to file to form, change, or dissolve a business entity in California? If so, you should be aware of the most likely reasons that your corporate filing may be rejected by the California Secretary of State. Working closely with a seasoned business attorney at a business law firm near San Jose is the safest way to minimize the chances that your corporate filing will be rejected. Here’s some common pitfalls. business law san jose

Mergers
In order for multiple business entities to merge, the appropriate procedures must be followed. For corporations, both required officer signatures must be present on the merger document, as must the name of the corporation. If there is a foreign entity involved in the merger, the merger application must specify under what legal authority the entity can take place. When filings are submitted, they are occasionally missing one of these items.

Amendments
An amendment must be filed with the California Secretary of State in order for a corporation’s articles of incorporation to be changed. Common amendment errors include failure to obtain the appropriate class vote required to change the status of the corporation, trying to change the corporation’s agent for service of process using the amendment filing instead of a statement of information, and relying on outdated statutory requirements.

Conversions
When owners file to convert a limited liability company into a corporation, a common error is failure to follow current requirements. An appropriate statement of conversion must be included, all members of the LLC must sign the statement, and the initial street address of the corporation must be included in the filing.

Dissolutions
Some of the common reasons for rejection of a certificate of dissolution include failure to specify how the corporation’s debts and liabilities will be provided for, making contradictory statements about the corporation’s current or past assets, and failing to file a certificate of election dissolve where less than all of the outstanding shareholders vote for dissolution.

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