Corp. Code, § 2112 · Chapter 21. Foreign Corporations
Corp. Code, § 2112
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) Subject to Section 2113, a foreign corporation which has qualified to transact intrastate business may surrender its right to engage in that business within this state by filing a certificate of surrender signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating:
(1) The name of the corporation as shown on the records of the Secretary of State, and the state or place of incorporation or organization.
(2) That it revokes its designation of agent for service of process.
(3) That it surrenders its authority to transact intrastate business.
(4) That it consents that process against it in any action upon any liability or obligation incurred within this state before the filing of the certificate of surrender may be served upon the Secretary of State.
(5) A post office address to which the Secretary of State may mail a copy of any process against the corporation that is served upon the Secretary of State, which address or the name to which the process should be sent may be changed from time to time by filing a statement signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating the new address or name or both.
(6) Except in the case of a foreign association, that a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.
(b) The Secretary of State shall notify the Franchise Tax Board of the surrender.
Notes and commentary — not statutory text
History
Amended by Stats. 2022, Ch. 617, Sec. 37. (SB 1202) Effective January 1, 2023.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=2112.
- Text hash
- sha256 1ab27b60dbf239bfeb229859d34b649e198986f322f1c1cb723b5dd5e75e4389
- Composed by
- compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section
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