BILL NUMBER: AB 1776	INTRODUCED
	BILL TEXT


INTRODUCED BY   Committee on Banking and Finance (Wiggins (Chair),
Calderon, Chan, Chavez, Correa, Montanez, and Vargas)

                        MARCH 18, 2003

   An act to amend Section 2105 of the Corporations Code, relating to
foreign corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 1776, as introduced, Committee on Banking and Finance.
Foreign corporations:  production of records.
   Existing law prohibits a foreign corporation from transacting
intrastate business without first obtaining a certificate of
qualification from the Secretary of State.  To obtain that
certificate, the foreign corporation must file a signed statement
with specified information regarding the corporation, including the
name of an agent who may be served with process within this state,
and an irrevocable consent to service of process as specified.
Existing law provides that this irrevocable consent applies to
service of a search warrant issued pursuant to a specific provision
for records or documents related to communications that are located
outside of this state whether or not the foreign corporation is a
party or a nonparty to the matter in which the search warrant is
sought.  The law authorizing a warrant for records and documents
relating to communications has a provision defining proper service as
delivery by hand, or in a manner reasonably allowing for proof of
delivery if delivered by United States mail, overnight delivery
service, or facsimile to a corporate agent, as specified.
   Existing law also provides for the production of records in
response to other types of search warrants, and in response to
subpoenas, and provides for a victim of identity theft to receive
information concerning any applications or accounts in the victim's
name on a specified showing.
   This bill would specify that a foreign corporation's irrevocable
consent to service of process includes service of search warrants in
addition to those already specified, service of subpoenas, and of
requests for information concerning applications or accounts in the
name of a victim of identity theft. This bill would also state that
the irrevocable consent to service of process for all these specified
means of gathering records extends to records located both inside
and outside of the state.
   In addition, this bill would explicitly permit the same means of
serving a foreign corporation as are authorized in the provisions
authorizing special communications warrants to apply to any search
warrant, subpoena, or the specified request for identity theft
records.
   Vote:  majority.  Appropriation:  no.  Fiscal committee:  no.
State-mandated local program:  no.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:


  SECTION 1.  Section 2105 of the Corporations Code is amended to
read:
   2105.  (a) A foreign corporation shall not transact intrastate
business without having first obtained from the Secretary of State a
certificate of qualification.  To obtain that certificate it shall
file, on a form prescribed by the Secretary of State, a statement and
designation signed by a corporate officer stating:
   (1) Its name and the state or place of its incorporation or
organization.
   (2) The address of its principal executive office.
   (3) The address of its principal office within this state, if any.

   (4) The name of an agent upon whom process directed to the
corporation may be served within this state.  Such designation shall
comply with the provisions of subdivision (b) of Section 1502.
   (5) (A) Its irrevocable consent to service of process directed to
it upon the agent designated and to service of process on the
Secretary of State if the agent so designated or the agent's
successor is no longer authorized to act or cannot be found at the
address given.
   (B) Consent under this paragraph extends to service of process
directed to the foreign corporation's agent in California for a
search warrant issued pursuant to Section 1524.2 of the Penal Code,
 or for any other validly issued and properly served search
warrant, subpoena, or request pursuant to Section 530.8 of the Penal
Code  for records or documents that are in the possession of the
foreign corporation and are located  inside or  outside of
this state.  This subparagraph shall apply to a foreign corporation
that is a party or a nonparty to the matter for which the search
warrant  , subpoena, or request  is sought.   For
purposes of this subparagraph, "properly served" means delivered by
hand, or in a manner reasonably allowing for proof of delivery if
delivered by United States mail, overnight delivery service, or
facsimile to a person or entity listed in Section 2110 of the
Corporations Code. 
   (6) If it is a corporation which will be subject to the Insurance
Code as an insurer, it shall so state that fact.
   (b) Annexed to that statement and designation shall be a
certificate by an authorized public official of the state or place of
incorporation of the corporation to the effect that such corporation
is an existing corporation in good standing in that state or place
or, in the case of an association, an officers' certificate stating
that it is a validly organized and existing business association
under the laws of a specified foreign jurisdiction.
   (c) Before it may be designated by any foreign corporation as its
agent for service of process, any corporate agent must comply with
Section 1505.