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TexLaw, Attorney
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Experience:  Lead trial/International commercial attorney licensed 11 yrs
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I had a corporation that was submitted to the CA Sec of State

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I had a corporation that was submitted to the CA Sec of State for filing but returned because of grammar type errors. I had received my Fed EIN and was in all other respects operating in accordance with CA law re corporations - By-laws, Board of Directors, etc. Were my actions covered under the concept of a 'de facto' corporation? Please help. Thank you very much. John Pappas
Hi John,

As long as you have corrected the mistakes noted by the Secretary of State and have achieved incorporation in California, then the "de facto" rule applies:

"The following elements are prerequiste to de facto corporate status: (1) there must be a charter or general law under which a corporation may be formed; (2) there must be a good faith attempted compliance with the statute; (3) there must be a colorable compliance with the statutory requirements; and (4) there must be an assumption of the corporate powers."

Cooper v. Leslie Salt Co., 70 Cal. 2d 627 (Cal. 1969)

Best Regards,
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