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

Allen Matkins
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Allen Matkins

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". 

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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