III. Rule 16(a) Waiver

Applicants seek a waiver of the requirement in Rule 16(a) of the Commission's Rules of Practice and Procedure that VTOD be qualified to transact intrastate business by the California Secretary of State.¹ Applicants seek this waiver on the basis that VTOD will conduct no business in California. It will simply hold SSI shares.

California Corporations Code § 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." Section 191(b) of that code states that a "foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts business."

We have previously exempted from the qualification requirement a foreign corporation that controls an entity transacting business in California but does not itself transact any business in California.² Granting an exemption in this circumstances is consistent with Corporations Code § 191(b). We therefore grant applicants' waiver request.

¹ All cites to specific rules pertain to the rules in effect at the time this application was filed.

² For example, see D.01-12-029 (2001), In the Matter of the Joint Application of Working Assets Funding Service, Inc. dba Working Assets Long Distance and Working Assets, Inc.