Final answer:
Nodest Co., a Delaware corporation, must obtain a certificate of authority from California to legally operate there as a foreign corporation. It does not need to incorporate again in California, nor does it need a certificate from Delaware, as it is already incorporated there.
Step-by-step explanation:
When a Delaware corporation such as Nodest Co. wants to do business in California, it cannot simply start operations without any formalities.
As it is considered a foreign corporation from the perspective of California, Nodest Co. must comply with specific state regulations. The correct action for Nodest Co. to take is to obtain a certificate of authority from California to legally conduct business within the state.
This process typically involves submitting an application to the California Secretary of State, along with the necessary fees and supporting documentation that prove the legitimacy of the business in its home state, which in this case is Delaware.
It is not required for the foreign corporation to incorporate in California as it is already incorporated in Delaware, nor does it need to obtain a certificate of authority from Delaware since it is already incorporated there. Therefore, the correct answer is that Nodest Co. must obtain a certificate of authority from California.