Moving Your Principal Executive Office? Don't Forget To Make This Filing

Allen Matkins
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Allen Matkins

A foreign corporation registering to transact intrastate business in California must disclose, among other things:

  • The street address of its principal executive office.

  • The street address of its principal office in California, if any; and

  • The mailing address of its principal executive office, if different from the above addresses.

Cal. Corp. Code § 2105(a).  Notably, the General Corporation Law does not require a foreign corporation to maintain its principal executive office in California (although it implicitly assumes that the corporation will have a principal executive office somewhere with an actual street address).  

If after qualifying to transact intrastate business in California a foreign corporation changes the address of its principal executive office, it must file an amended statement with the California Secretary of State disclosing the new address.  Cal. Corp. Code § 2107(b).  The Secretary of State's office has a form of Amended Statement by a Foreign Corporation, but it is to be used for name changes only.  A change of address must be made by completing a new Statement of Information (Form SI-550in its entirety.  The statute requires that the form be signed by an officer, but the Secretary of State's Form does not include this instruction.

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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