October 4, 2022

Volume XII, Number 277

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October 03, 2022

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SEC Doesn't Define It, But Insists That Every Issuer Have One

This spring, John Jenkins reported that the Securities and Exchange Commission staff now declines to declare effective a registration statement if the issuer does not provide a physical address on the cover page of its registration statement in response to the requirement to disclose the address of its principal executive offices.  In prior posts, I have noted that numerous provisions of the California General Corporation Law fix venue based on the location of the corporation's principal executive office.  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).

According to John's post (which cites this blog by Goodwin Proctor LLP), the SEC staff will accept a post office box in lieu of a street address.  The California Secretary of State shows no such lenity with respect to statements of information, which requires that a corporation identify the street address of its principal executive office.  Cal. Corp. Code §§ 1502(a)(5) & 2117(a)(3).  The corporation must also provide its mailing address if it differs from the street address of its principal executive office.  Cal. Corp. Code §§ 1502(a)(6) & 2117(a)(4).   Thus, an issuer filing a registration statement with the SEC will have a publicly disclosed the street address of its principal executive office if it is either a California corporation or a foreign corporation that has registered to transact intrastate business in California.

Interestingly, neither the SEC nor the California General Corporation Law define "principal executive office". 

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 264
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Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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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...

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