Foreign Corporations
Cal. CORP § 2113
California Statutes
(
a) The filing of an agreement of merger of a foreign disappearing corporation qualified to transact intrastate business in this state pursuant to
Section 1103, or the filing pursuant to subdivision (
d) of
Section of an agreement, certificate, or other document as to a merger that includes a disappearing foreign corporation qualified to transact intrastate business, or the filing of a certificate of ownership as to a foreign subsidiary corporation qualified to transact intrastate business in this state pursuant to
Section 1110, or the filing by a foreign corporation qualified to transact intrastate business in this state of an organizational document containing a statement of conversion pursuant to
Section 15911.08, 16908, or 17710.08, constitutes the surrender by the foreign corporation of its right to engage in intrastate business within this state. (
b) With respect to corporations for which documents have not been filed as provided in subdivision (a), a certificate of surrender as prescribed by
Section shall be filed by a foreign corporation qualified to transact intrastate business upon its merger into another foreign corporation. (
c) In lieu of a signature as prescribed by
Section 2112, a certificate of surrender pursuant to subdivision (
b) for a merged foreign corporation may be signed in the name of the surviving corporation by an officer thereof. In that case, the certificate of surrender shall be accompanied by a certificate of an authorized public official of the state or place of incorporation of the merged foreign corporation stating that the corporation has been merged into another foreign corporation and setting forth the name and state or place of incorporation of the surviving foreign corporation.