Qualification to Do Business in State

A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification. (West's Ann.Cal.Corp.Code § 2105) A foreign corporation which transacts intrastate business without complying with shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state until it has obtained a certificate. (West's Ann.Cal.Corp.Code § 2203)

Some examples of situations that do not constitute transacting business in the State under Cal. Corp C. §2203(c) include: holding meetings, maintaining bank accounts, offices or agencies for the transfer, exchange and registration of its securities, effecting sales through independent contractors, soliciting or procuring orders (whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts), creating evidences of debt or mortgages, liens or security interests on real or personal property or 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. Some examples of situations that do not constitute transacting business in the State by a foreign lending institution include: 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 such activities are carried on from outside this state by the lending institution, the ownership of any loans and the enforcement of any loans by trustee's sale, judicial process or deed in lieu of foreclosure or otherwise, the modification, renewal, extension, transfer or sale of loans or the acceptance of additional or substitute security or the full or partial release of the security or the acceptance of substitute or additional obligors thereon, if the activities are carried on from outside this state by the lending institution, 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. Cal. Corp. C. § 191.