David Dung Le, M.D., Inc. - Page 8

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                   Before the certificate of revivor is issued by the                 
              Franchise Tax Board, it shall obtain from the secretary                 
              of state an endorsement upon the application of the                     
              fact that the name of the taxpayer then meets the                       
              requirements of subdivision (b) of Section 201 of the                   
              Corporations Code [rules concerning clearance of                        
              corporate name] in the case of a domestic taxpayer * *                  
              *.  Upon the issuance of the certificate by the                         
              Franchise Tax Board the taxpayer therein named shall                    
              become reinstated but the reinstatement shall be                        
              without prejudice to any action, defense or right which                 
              has accrued by reason of the original suspension or                     
              forfeiture * * *.  The certificate of revivor shall be                  
              prima facie evidence of the reinstatement and the                       
              certificate may be recorded in the office of the county                 
              recorder of any county of this state.  [Cal. Rev. & Tax.                
              Code sec. 23305a (West 1992).]                                          
              The Supreme Court of California construes Cal. Rev. & Tax.              
         Code secs. 23301 and 23302 (West 1992 & Supp. 1999) to mean that             
         a corporation may not prosecute or defend an action during the               
         period that it is suspended for failure to pay taxes.  See United            
         States v. 2.61 Acres of Land, 791 F.2d 666 (9th Cir. 1985); Reed             
         v. Norman, 309 P.2d 809 (Cal. 1957), and the cases cited therein;            
         see also Grell v. Laci Le Beau Corp., 73 Cal. App. 4th 1300, 1306            
         (1999) (unless one of the exceptions set forth in Cal. Rev. &                
         Tax. Code sec. 23301 (West Supp. 1999) applies, a “suspended                 
         corporation is ‘disqualified’ from exercising any right, power or            
         privilege.”).  The purpose of that rule, the Supreme Court of                
         California has stated, is to "prohibit the delinquent corporation            
         from enjoying the ordinary privileges of a going concern, in                 
         order that some pressure will be brought to bear to force the                

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