2007 California Corporations Code Chapter 12. Required Filings By Corporation Or Its Agent ... 12570-12576

CA Codes (corp:12570-12576)

12570.  (a) Every corporation shall, within 90 days after the filing
of its original articles and annually thereafter during the
applicable filing period in each year, file, on a form prescribed by
the Secretary of State, a statement containing:  (1) the names and
complete business or residence addresses of its chief executive
officer or general manager, secretary, and chief financial officer;
and (2) the street address of its principal office in this state, if
any.
   (b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign corporation which has complied with Section 1505 and whose
capacity to act as such agent has not terminated.  If a natural
person is designated, the statement shall set forth the person's
complete business or residence address.  If a corporate agent is
designated, no address for it shall be set forth.
   (c) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months.  The Secretary of State shall mail a form for
compliance with this section to each corporation approximately three
months prior to the close of the applicable filing period. The form
shall state the due date thereof and shall be mailed to the last
address of the corporation according to the records of the Secretary
of State. Neither the failure of the Secretary of State to mail the
form nor the failure of the corporation to receive it is an excuse
for failure to comply with this section.
   (d) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b).  In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b).  Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
   (e) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (f) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.



12571.  (a) An agent designated for service of process pursuant to
Section 12570 may file a signed and acknowledged written statement of
resignation as that agent.  Thereupon the authority of the agent to
act in that capacity shall cease and the Secretary of State forthwith
shall give written notice of the filing of the statement of
resignation by mail to the corporation addressed to its principal
office.
   (b) Under regulations adopted by the Secretary of State, the
resignation of an agent may be effective if the agent disclaims
having been properly appointed as the agent.  Similarly, a person
named as an officer or director may indicate that the person was
never properly appointed as the officer or director.




12572.  If a natural person who has been designated agent for
service of process pursuant to Section 12570 dies or resigns or no
longer resides in the state or if the corporate agent for such
purpose resigns, dissolves, withdraws from the state, forfeits its
right to transact intrastate business, has its corporate rights,
powers and privileges suspended, or ceases to exist, the corporation
shall  forthwith file a designation of a new agent conforming to the
requirements of Section 12570.



12574.  Upon request of an assessor, a corporation owning, claiming,
possessing or controlling property in this state subject to local
assessment shall make available at the corporation's principal office
in California or at a place mutually acceptable to the assessor and
the corporation a true copy of business records relevant to the
amount, cost and value of all property that it owns, claims,
possesses or controls within the county.



12575.  Any officers, directors, employees or agents of a
corporation who do any of the following are liable jointly and
severally for all the damages resulting therefrom to the corporation
or any person injured thereby who relied thereupon or to both:
   (a) Make, issue, deliver or publish any prospectus, report,
circular, certificate, financial statement, balance sheet, public
notice, or document respecting the corporation or its memberships,
assets, liabilities, capital, dividends, distributions, patronage
distributions, business, earnings, or accounts which is false in any
material respect, knowing it to be false, or participate in the
making, issuance, delivery, or publication thereof with knowledge
that the same is false in a material respect.
   (b) Make or cause to be made in the books, minutes, records, or
accounts of a corporation any entry which is false in any material
particular knowing such entry is false.
   (c) Remove, erase, alter, or cancel any entry in any books or
records of the corporation, with intent to deceive.



12576.  The Attorney General, upon complaint of a member, director,
or officer, that a corporation is failing to comply with the
provisions of this chapter, Chapter 5 (commencing with Section
12460), Chapter 6 (commencing with Section 12480) or Chapter 13
(commencing with Section 12580) may, in the name of the people of the
State of California, send to the principal office of such
corporation, (or, if there is no such office, to the office or
residence of the chief executive officer, general manager, or
secretary, of the corporation, as set forth in the most recent
statement filed pursuant to Section 12570) notice of the complaint.
If the answer is not satisfactory, or if there is no answer within 30
days, the Attorney General may institute, maintain, or intervene in
such suits, actions, or proceedings of any type in any court or
tribunal of competent jurisdiction or before any administrative
agency for such relief by way of injunction, the dissolution of
entities, the appointment of receivers, or any other temporary,
preliminary, provisional, or final remedies as may be appropriate to
protect the rights of members or to undo the consequences of failure
to comply with such requirements.  In any such action, suit or
proceeding there may be joined as parties all persons and entities
responsible for or affected by such activity.