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HomeCorporations CodeCh. 21§ 2112 Foreign Corporation Surrender Process

§ 2112 Foreign Corporation Surrender Process

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

§ 2112 Foreign Corporation Surrender Process

This law tells a foreign company that wants to stop doing business in the state how to officially give up its right to operate there.

Key Takeaways

  • •The company must file a signed certificate of surrender with the Secretary of State.
  • •The certificate must include the company’s name, where it was formed, a revocation of its legal agent, and a consent to have lawsuits served on the Secretary of State.
  • •The company must give a mailing address for any legal papers and keep it updated.
  • •A final franchise tax return must be filed (unless the company is a foreign association).
  • •The Secretary of State will notify the Franchise Tax Board about the surrender.

Example

A company from Canada that sells toys in California decides to close its California office.

The company must send a signed paper to the California Secretary of State saying it’s quitting, list its name and where it’s incorporated, cancel its agent for legal papers, give a mailing address for any future lawsuits, and file its last tax return. The Secretary of State then tells the tax board that the company has quit.

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

Official Source
View on CA.gov

§ 2112 Foreign Corporation Surrender Process

(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. (Amended by Stats. 2022, Ch. 617, Sec. 37. (SB 1202) Effective January 1, 2023.)

Last verified: January 10, 2026

Key Terms

corporationobligationliabilitysecretaryfranchise tax boardassociationtaxation codeconfirmation

Related Statutes

  • § 2114 Foreign Corporation Process Service
  • § 17708.06 Foreign Llc Cancellation Process
  • § 9680.5 Voluntary Dissolution Without Members
  • § 1158 Entity Conversion Continuity
  • § 12670 Delinquent Corporation Certification

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2112.
View Official Source