Numerous public companies have declared themselves a “remote-only” or “remote-first” company. Recently, we learned that the SEC Staff will not declare a registration statement effective unless the company provides 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. Based on our review of SEC comment letters, we think the Staff's position is a result of various rules that require certain communications to be sent to a company's principal executive offices, including Rules 14a-8 and 14d-3(a)(2)(i).
We understand that it is acceptable to the SEC Staff for a “remote-only” or “remote-first” company to provide a P.O. Box to meet the physical address requirement. We have also seen a company provide in response to an SEC Staff Comment that any stockholder communication required to be sent to its principal executive offices may be directed to its agent for service of process and such company had its related registration statement declared effective.
We are continuing to monitor this development. For now, we recommend that any registration statement or other SEC filing for a “remote-only” or “remote-first” company provide a physical address in response to the requirement to disclose the address of its principal executive offices.
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