Nortier
The Capital Gold Group, Inc. v. Nortier
Opinion
Opinion
Kriegler, J.
Plaintiff was a Nevada corporation duly qualified to transact intrastate business in California when it filed this action in California. Defendants cross-complained against plaintiff. While the action was pending, plaintiff converted to a Delaware corporation, changed its name, and obtained a new certificate of qualification to transact intrastate business in California. The trial court granted defendants’ motion to strike the complaint and all responsive pleadings filed after the date of conversion on the ground that plaintiff failed to comply with the conversion requirements set forth in Corporations Code section 1157 or to notify the court and California’s Secretary of State of the corporate changes. The court entered judgment in favor of defendants on the cross-complaint.
On appeal, plaintiff contends the trial court abused its discretion in striking plaintiff’s pleadings because it was a corporation in good standing in its home state, as well as in full compliance with California laws regulating the transaction of business by foreign corporations. We conclude that plaintiff had the capacity to maintain pending actions under Nevada and Delaware laws, plaintiff was…