Legal Question in Construction Law in California

I want to serve a person and corporation in small claims court but I am not 100% sure she is the owner of the corporation. It's possible she is just an employee (although seems unlikely because the corporation is named after her last name). On the California Secretary of State website it does not list the owners of the corporation, only the agent of service. How do I find out who the owners are? If she is not an actual owner and only an employee, is it wrong to serve the agent of service? She wanted her check made out to the corporation.


Asked on 7/27/10, 7:12 pm

1 Answer from Attorneys
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

First, it is not necessary to be 100% sure. Liability doesn't necessarily require ownership. More significantly, ownership does not necessarily or often lead to personal liability....that's one of the reasons people form corporations!

Next, the Secretary of State will provide you with a report, upon request and for a fee, as to who the officers and directors of the corporation are per the corporation's most-recent filing, but the Secretary of State does not know and therefore cannot tell you who the stockholders (owners) of corporations are.

The corporation is served via the registered agent, and the individual is served personally, by one of the methods set forth in the Code of Civil Procedure for serving small-claims papers (your claim and an order to appear); see CCP section 116.340.

You should probably buy or borrow a paperback self-help guide to California small-claims procedures (Nolo Press or similar). Also, you would probably be wise to name both the corporation and the suspected owner as defendants, and let one or the other convince the judge that she (or it) is not a proper defendant.

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Answered on 8/03/10, 5:43 pm


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