Legal Question in Business Law in California

corporation owned business

Can a Nevada corporation own a California business that is not a corporation with out getting qualified to do business in California


Asked on 2/25/08, 9:45 am

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: corporation owned business

California Corporations Code section 191(b) covers this in part; it reads (in part): "A foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business....."

So, a Nevada corporation not qualified to do business in California may own a subsidiary that does business in California if the subsidiary is either a California corporation or has qualified to do business in California as a foreign corporation. In this respect, the answer to your question is "yes." I think the same principle would apply if the owned (subsidiary) business were an LLC.

However, a Nevada corporation could not claim that using a d/b/a in California created a separate business entity. A corporation's attempt to run a "sole proprietorship" would be disregarded and the d/b/a business would be treated as being run by the Nevada corporation itself. A d/b/a is the same, legally, as its owner.

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Answered on 2/25/08, 11:32 am


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