August 25, 2019

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Just How Significant Is A Corporation's "Principal Executive Office"?

California's former corporations law required that the articles of incorporation include the county in California "where the principal office for the transaction of the business of the corporation is located".  The drafters of the current law jettisoned this as a required disclosure in the articles of incorporation.  The current law, however, does require that the statement of information filed with the Secretary of State pursuant to Section 1502 of the Corporations Code include the street address of the corporation's "principal executive office".  If the principal executive office is not in California, the statement must also include the street address of the corporation's "principal business office" in California.

Neither the Corporations Code nor the Secretary of State's form defines the term "principal executive office".  Nonetheless, the location of a corporation's principal executive office is of some consequence under the Corporations Code.  For example, Section 304 provides that the Superior court of the "proper county" may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office any director for specified causes.  Section 177 defines "proper county" to mean the county in which the corporation's principal executive office is located (if the principal executive office is not in California or the corporation has no principal executive office, the "proper county" is Sacramento).   Other provisions that refer to a corporation's "principal executive office" include: Sections 109.5 (facts ascertainable outside filed instrument); 213 (maintenance of bylaws); 423 (notice of levy of assessment); 509 (notice of redemption); 600 (location of shareholder meetings); 601 (notice of shareholder meetings); 1500 (shareholder record); 1503 (resignation of agent for service of process); 1600 (shareholder list inspection); and 1702 (service of process).

Note that the term "principal executive office" also makes frequent appearance in reference to foreign corporations.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...