Chapter 1. General Provisions and Definitions - California Corporations Code Section 191
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California Laws > Corporations Code > Chapter 1. General Provisions and Definitions - California Corporations Code Section 191
191. (a) For the purposes of Chapter 21 (commencing with Section
2100), "transact intrastate business" means entering into repeated
and successive transactions of its business in this state, other than
interstate or foreign commerce.
(b) A foreign corporation shall not be considered to be
transacting intrastate business merely because its subsidiary
transacts intrastate business or merely because of its status as any
one or more of the following:
(1) A shareholder of a domestic corporation.
(2) A shareholder of a foreign corporation transacting intrastate
(3) A limited partner of a domestic limited partnership.
(4) A limited partner of a foreign limited partnership transacting
(5) A member or manager of a domestic limited liability company.
(6) A member or manager of a foreign limited liability company
transacting intrastate business.
(c) Without excluding other activities that may not constitute
transacting intrastate business, a foreign corporation shall not be
considered to be transacting intrastate business within the meaning
of subdivision (a) solely by reason of carrying on in this state any
one or more of the following activities:
(1) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes.
(2) Holding meetings of its board or shareholders or carrying on
other activities concerning its internal affairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, exchange,
and registration of its securities or depositaries with relation to
(5) Effecting sales through independent contractors.
(6) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where those orders require
acceptance outside this state before becoming binding contracts.
(7) Creating evidences of debt or mortgages, liens or security
interests on real or personal property.
(8) Conducting an isolated transaction completed within a period
of 180 days and not in the course of a number of repeated
transactions of like nature.
(d) Without excluding other activities that may not constitute
transacting intrastate business, any foreign lending institution,
including, but not limited to: any foreign banking corporation, any
foreign corporation all of the capital stock of which is owned by one
or more foreign banking corporations, any foreign savings and loan
association, any foreign insurance company or any foreign corporation
or association authorized by its charter to invest in loans secured
by real and personal property, whether organized under the laws of
the United States or of any other state, district or territory of the
United States, shall not be considered to be doing, transacting or
engaging in business in this state solely by reason of engaging in
any or all of the following activities either on its own behalf or as
a trustee of a pension plan, employee profit sharing or retirement
plan, testamentary or inter vivos trust, or in any other fiduciary
(1) The acquisition by purchase, by contract to purchase, by
making of advance commitments to purchase or by assignment of loans,
secured or unsecured, or any interest therein, if those activities
are carried on from outside this state by the lending institution.
(2) The making by an officer or employee of physical inspections
and appraisals of real or personal property securing or proposed to
secure any loan, if the officer or employee making any physical
inspection or appraisal is not a resident of and does not maintain a
place of business for that purpose in this state.
(3) The ownership of any loans and the enforcement of any loans
by trustee's sale, judicial process or deed in lieu of foreclosure or
(4) The modification, renewal, extension, transfer or sale of
loans or the acceptance of additional or substitute security therefor
or the full or partial release of the security therefor or the
acceptance of substitute or additional obligors thereon, if the
activities are carried on from outside this state by the lending
(5) The engaging by contractural arrangement of a corporation,
firm or association, qualified to do business in this state, that is
not a subsidiary or parent of the lending institution and that is not
under common management with the lending institution, to make
collections and to service loans in any manner whatsoever, including
the payment of ground rents, taxes, assessments, insurance, and the
like and the making, on behalf of the lending institution, of
physical inspections and appraisals of real or personal property
securing any loans or proposed to secure any loans, and the
performance of any such engagement.
(6) The acquisition of title to the real or personal property
covered by any mortgage, deed of trust or other security instrument
by trustee's sale, judicial sale, foreclosure or deed in lieu of
foreclosure, or for the purpose of transferring title to any federal
agency or instrumentality as the insurer or guarantor of any loan,
and the retention of title to any real or personal property so
acquired pending the orderly sale or other disposition thereof.
(7) The engaging in activities necessary or appropriate to carry
out any of the foregoing activities.
Nothing contained in this subdivision shall be construed to permit
any foreign banking corporation to maintain an office in this state
otherwise than as provided by the laws of this state or to limit the
powers conferred upon any foreign banking corporation as set forth in
the laws of this state or to permit any foreign lending institution
to maintain an office in this state except as otherwise permitted
under the laws of this state.
Last modified: February 16, 2015