Why a corporation cannot represent itself in Court in California is the topic of this blog post.
There is no actual statutory law in California stating that corporations must be represented by an attorney in Court but the rule that a corporation cannot represent itself in Court is a long-standing common law rule that is very well established in the case law.
A limited liability company (LLC) is also required to be represented by an attorney in the California Courts as well as all other fictitious entities.
An individual is considered a natural person and can of course represent themselves in court. However a corporation or LLC is considered an artificial person in the eyes of the law. As this article will clearly show, any corporation or LLC that wants to file a response to a complaint or cross-complaint filed in a limited or unlimited civil proceeding in a California Court must be represented by a licensed attorney. The individuals that own the corporation or LLC may represent themselves if they are sued individually but they cannot represent any other person, whether that person is an artificial or natural person.
If you are the owner of a corporation or LLC and you have been served with a summons and complaint, or you want the corporation or LLC to sue another person you should contact an experienced attorney as soon as possible.
If a corporation or LLC attempts to file an answer to a complaint, or a complaint the clerk will most likely reject the complaint for filing. And even if the clerk accepts the answer or complaint for filing the opposing party can file a motion to strike the answer, complaint or pleading on the grounds that it is not filed in accordance with the laws of the State of California.
Many small business owners are not aware of this general rule but the plain fact is that the rule that a corporation or LLC cannot represent itself applies even if the corporation or LLC is owned and operated by only one person. They must also be represented in order to file a complaint against another party as well as virtually all other legal documents filed with the court except for possibly a notice of appeal from an administrative decision from the Labor Commissioner. See Rogers v. Municipal Court, (1988) 197 Cal. App. 3d 1314, 1319.
Both corporations and LLC’s are entities which must be in good standing in order to participate in litigation in any court. California case law has held that a corporation cannot represent itself in court, either in propria persona or through an officer or agent who is not an attorney. Merco Constr. Engineers, Inc. v. Municipal Court (1978) 21 Cal. 3d 724, 729. See also Van Gundy v. Camelot Resorts, Inc. (1983) 152 Cal.App.3d Supp. 29, 32; Caressa Camille, Inc. v. Alcoholic Beverage Control Appeals Bd. (2002) 99 Cal.App.4th 1094, 1101; citing Merco Constr. Engineers, Inc. v. Municipal Court (1978) 21 Cal.3d 724, 727, 729 and Paradise v. Nowlin (1948) 86 Cal.App.2d 897, 898.
Corporations cannot appear pro per for three distinct reasons: (1) any representative sent on behalf of the corporation would be engaged in the unauthorized practice of law; (2) the rule ensures that qualified professionals will appear in court, thereby increasing the efficient and proper administration of justice; and (3) the distinction helps to maintain the wall between the corporation as an entity and its individuals shareholders, directors, and officers. See CLD Construction, Inc. v. City of San Ramon (2004) 120 Cal.App.4th 765, 773.
A corporation has the capacity to bring a lawsuit because it has all the powers of a natural person in carrying out its business according to California law. However, under a long-standing common law rule of procedure, a corporation, unlike a natural person, cannot represent itself before courts of record in propria persona, nor can it represent itself through a corporate officer, director or other employee who is not an attorney. It must be represented by licensed counsel in proceedings before courts of record.
The same common law rule applies in federal courts, notwithstanding the comparable federal statute that permits “parties” to plead and conduct their own cases personally. See Rowland v. California Men’s Colony, Unit II Men’s Advisory Council (1993) 506 U.S. 194, 201-202, 113 S.Ct. 716, 121 L.Ed.2d 656.
The rule exists in most sister states as well, often by statute. Annot., Propriety and Effect of Corporations Appearance Pro Se Through Agent Who is Not Attorney (1992) 8 A.L.R.5th §§ 2, 3, pp. 672, 675.
STATUTORY EXCEPTIONS TO THE RULE
There are two statutory exceptions to the rule that a corporation or LLC must be represented by an attorney in a California court proceeding.
The first exception is found in Code of Civil Procedure section 116.510 et seq., providing that a corporation can appear pro per in a small claims action by sending a corporate representative.
The second exception concerns judgment debtor examinations and is found in Code of Civil Procedure section 708.150(d) which states that, ”A corporation, partnership, association, trust, or other organization, whether or not a party, may appear at an examination through any authorized officer, director, or employee, whether or not the person is an attorney.”
If a corporation or LLC is represented by an attorney and a judge has granted a motion by their attorney of record to withdraw, the corporation or LLC must retain another attorney as soon as possible. Most judges will allow a reasonable period of time such as 20-30 days for the corporation or LLC to retain another attorney once the judge has granted the motion to withdraw as counsel of record.
A corporation or LLC that is not satisfied with their current attorney and wishes to retain another attorney can always substitute their attorney through the filing of a substitution of attorney with the court. This will avoid any issues that would arise if the corporation or LLC were not represented by an attorney.
Thank you for reading. I hope I could have been educational as I endeavor to provide my knowledge as a free public service. Please note that all the materials and information on this blog are general analyses made available for the public’s general informational purposes only. These analyses are not in any way intended to serve as specific legal advice to be applied in your particular situation. Although I am an attorney, absent a signed retention and engagement letter, I am not your attorney. There are no exceptions to this rule. Moreover, you shall not rely on the information I am providing you, as it is only for your general knowledge and educational purposes, since this information would likely change based on any additional facts. Thus the transmission and receipt of information on this blog by anyone does not form or constitute an attorney-client relationship. My knowledge of laws is limited to California. Anyone receiving any information on this blog should not act upon the information provided without first obtaining the services of professional legal counsel licensed in their respective jurisdiction. Best of luck.
CONTACT INFORMATION FOR NATHAN MUBASHER:
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