United States: 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".

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