Which statement accurately reflects jurisdiction of incorporation and foreign qualification for corporations?

• A. A corporation must be incorporated in the state where its headquarters is located.
• B. A corporation cannot be incorporated in more than one state.
• C. The home state cannot be changed when operating in other states.
• D. Without proper foreign qualification, you cannot maintain an action in the foreign state's courts.

Answer: (D)

When a corporation operates in states other than the one where it was incorporated, it must obtain foreign qualification to transact business there. Without that authorization, the foreign state typically cannot allow the corporation to maintain a lawsuit in its courts. This rule ensures the state has an appropriate connection to the corporation for purposes of jurisdiction and litigation.

This is why the statement about not being able to bring an action in the foreign state's courts without proper foreign qualification is the best answer. The other options misstate how incorporation and qualification work: a corporation can be incorporated in a state different from its headquarters; there are ways a corporation might change its home state through proper corporate procedures; and foreign qualification is specifically tied to litigation access in the foreign state, not a blanket prohibition on all corporate activity.