3. Request for Waiver of Rule 16(a) for Working Assets, Inc.
Working Assets, Inc. will not be operating in California except through its subsidiaries, and therefore, under Cal. Corp. Code § 191(a), is not required to qualify to transact intrastate business. Applicants state that because Working Assets, Inc., will not be transacting business in California as that term is defined by Cal. Corp. § 191(a)1, it is not required by Cal. Corp. § 191(b)2 to qualify to transact business in California. Applicants submit that requiring Working Assets, Inc. to qualify to transact intrastate business for the sole purpose of satisfying Rule 16(a)3 will impose administrative burdens on the company that it would not otherwise incur but for having qualified and, which are not related to the issues before the Commission in this application. Therefore, the applicants request a waiver of Rule 16(a) requirement that Working Assets, Inc. submit a copy of qualification to transact business in California. In lieu of complying with Rule 16(a), Working Assets, Inc. has submitted a declaration attached to this application as Exhibit D waiving any objections to the Commission's jurisdiction over it on the grounds that it is not qualified to transact business in California.
Applicants submit that approval of this request does not require action by the full Commission. Rather, the Assigned Administrative Law Judge (ALJ) may act on Applicant's request for a waiver of a Commission Rule of Practice and Procedure4, without disqualifying the Application for approval on an ex parte basis by the Commission's Executive Director. The waiver requested by the Applicant does not involve the "final determination of a proceeding", nor does it require the waiver of a statute that could necessitate action by the Commission. The statutory authority referenced by Rule 16(a)5 is procedural, not substantive, so that Applicants are requesting only a waiver of a Rule of Practice and Procedure, not the underlying statutory requirement. Accordingly, the Applicants request that the assigned ALJ grants this request to waive Rule 16(a).
1 Section 191(a) defines the term "transact intrastate business" as entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce". 2 Section 191(b) states that "foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts business". 3 Rule 16(a) of the Commission's Rule of Practice and Procedure-Articles of Incorporation states that "If applicant is a domestic corporation, as defined by Section 167 of the Corporations Code, a copy of its current articles of incorporation, certified by the California Secretary of State, shall be annexed to the original of the application, but need not be annexed to copies of the application. If a corporate applicant is not a domestic corporation, as so defined, a properly certified current copy of its articles of incorporation, and a copy of its certificate of qualification to transact intrastate business certified by the California Secretary of State, shall be annexed to the original of the application, but need not be annexed to copies of the application. If current articles or certificates of qualification have already been filed, the application need only make a specific reference to such filings". 4 Rule 63 provides that "[t]he presiding officer may rule on all objections or motions which do not involve final determination of proceedings". 5 Cal. Pub. Util .Code § 1701, Cal. Corp. Code §§ 167 and 15010.5, this latter section relates to partnerships and therefore supports Section 16(b), not Section 16(a).
