Plaintiff ToroVerde, Inc.’s Motion for Preliminary Injunction is denied without prejudice.
Pursuant to Corp. Code §2203(c), a foreign corporation that transacts intrastate business in California but has failed to qualify with the California Secretary of State may not maintain an action in state court until it complies with Corp. Code §2105. United Medical Management Ltd. v. Gatto (1996) 49 Cal. App. 4th 1732, 1739-40. Defendants bear the burden of proving: (1) the action arises out of the transaction of intrastate business by a foreign corporation; and (2) the action was commenced by the foreign corporation prior to qualifying to transact intrastate business. Id. at 1740.
Defendants have shown that plaintiff is a foreign corporation, incorporated under the laws of Ontario, Canada, that plaintiff transacted intrastate business as defined in Corp. Code §191, and that plaintiff has not yet qualified to transact intrastate business in California.
Plaintiff’s Complaint alleges that plaintif