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HomeCorporations CodeCh. 21§ 2114 Foreign Corporation Process Service

§ 2114 Foreign Corporation Process Service

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 2114 Foreign Corporation Process Service

This law says you can still send legal papers to an out‑of‑state company that stopped doing business here, even if it never filed the usual paperwork.

Key Takeaways

  • •If a foreign company quits doing business in the state, you can still serve it using the normal rules.
  • •If the company gave up its right to do business, you can serve it by delivering the papers to the Secretary of State, no court order needed.
  • •If the state’s tax board takes away the company’s right to do business, you can serve it as if the right was never taken away.
  • •Stopping business without filing a surrender does not cancel the company’s appointed agent for receiving legal papers.

Example

A company from another state sold a broken appliance here, then closed its local office. The buyer sues the company for the defect.

Even though the company left the state, the lawsuit can be served by sending the papers to the Secretary of State (or the company’s listed agent) without needing a special court order.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 2114 Foreign Corporation Process Service

(a) A foreign corporation that has transacted intrastate business and has thereafter withdrawn from business in this state may be served with process in the manner provided in this chapter in any action brought in this state arising out of that business, whether or not it has ever complied with the requirements of this chapter. (b) A foreign corporation that has surrendered its right to transact intrastate business pursuant to Section 2112 or 2113 may be served with process in any action upon a liability or obligation incurred within this state prior to that surrender by delivery of the process to the Secretary of State, or an assistant or a deputy to the Secretary of State pursuant to this chapter and no court order authorizing this service shall be required. The process shall be mailed in the manner prescribed in this chapter except that it shall be sent to the address to which process is authorized to be sent in the certificate of surrender or to the address of the surviving domestic corporation in the case of a surrender under Section 2113. (c) If a foreign corporation that is qualified to transact intrastate business has its right to transact such business forfeited by the Franchise Tax Board pursuant to the Bank and Corporation Tax Law (Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code), service of process on that corporation may be effected in the manner set forth in Sections 2110 and 2111, as if the right to transact intrastate business had not been forfeited. (d) The fact that a corporation ceases to transact intrastate business without filing a certificate of surrender does not revoke the appointment of any agent for the service of process. (Amended by Stats. 1997, Ch. 187, Sec. 5. Effective January 1, 1998.)

Last verified: January 10, 2026

Key Terms

corporationobligationliabilitysecretaryfranchise tax boardtaxation codeappointment

Related Statutes

  • § 2112 Foreign Corporation Surrender Process
  • § 9680.5 Voluntary Dissolution Without Members
  • § 1158 Entity Conversion Continuity
  • § 12670 Delinquent Corporation Certification
  • § 15911.09 Entity Conversion Continuity

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2114.
View Official Source