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Must A Corporation Have A Physical Location?

Gertrude Stein's  1933  book The Autobiography of Alice B. Toklas is well known.  Her 1937 sequel, Everybody's Autobiography, is not.  Despite the relative obscurity of Everybody's Autobiography, one line of the book is known to just about everyone - "There's no there there".  Many interpret it as a dig at Oakland, Stein's hometown.  In fact, it may be simply a reference to the fact that her childhood home had been demolished.   Whatever Stein intended, the line entered popular culture.

When it comes to corporations, California rejects the possibility of a corporation without a "there".    All California corporations and foreign corporations registering to transact intrastate business in California must annually file a Statement of Information (Form SI-550).  Item 3a of the Statement requires disclosure of the corporation's "complete street address, city, state and zip code of the corporation’s principal executive office".  Lest there be any doubt, the Secretary of State's instructions state that the address must be a "physical address" and prohibit a P.O. Box address or an “in care of” address.  Corporations are also required to disclose a mailing address (which may be a P.O. Box or "in care of" address.   Finally, corporations must provide the complete street address, city and zip code of the corporation’s principal office in California, if any and if different from Item 3a.  As with the principal executive office, P.O. Box and "in care of addresses" are verboten.  

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 259
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About this Author

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

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
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