California's female and underrepresented community board quota statutes apply to publicly held corporations having their principal executive offices in California "according to the corporation's SEC 10-K form". Cal. Corp. Code §§ 301.3(a) & 301.4(a). These requirements have caused many publicly traded corporations to take a look at the location of their principal executive office. The location of a corporation's principal executive office has significance beyond board quota requirements.
Numerous provisions of the GCL establish venue based on the location of the corporation's PEO, including the following:
- Section 305(c) (order for a special meeting of shareholders to elect entire board);
- Section 308(a) (appointment of a provisional director);
- Section 419(b) (order requiring issuance of replacement certificate);
- Section 601(c) (order giving notice of special meeting of shareholders);
- Section 709(a) (determination of validity of election);
- Section 1304(a) (dissenting shares);
- Section 1501(e) (enforcement of obligation to furnish reports); and
- Section 1800(a) (complaint for involuntary dissolution).
Each of these statutes refers to the "proper county" which is defined in Section 177 as "the county where the principal executive office of the corporation is located or, if the principal executive office of the corporation is not located in this state, or the corporation has no such office, the County of Sacramento".
At yesterday's webinar, I was asked about the difference between a corporation's "principal executive office" and "principal place of business". The GCL does make an occasional reference to a corporation's PPB. For example, Section 1152(g) requires a converted entity that is domestic partnership to keep the plan of conversion at its PBB. A similar requirement can be found in Section 1113(g)(2)(F) with respect to mergers.
In addition to these references to the "principal place of business", the GCL has a few references to a corporation's "principal business office". See, e.g., Cal. Corp. Code §§ 213, 1502 and 2117.
The annual statement filed by California corporations and foreign corporations transacting intrastate business in California (Form SI-550) requires disclosure of the street address of the PEO. The statement requires disclosure of the street address, if any, of the corporation's "principal office in California" if the PEO is not located in California.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
