In the preceding post, I noted the centrality of the term "principal executive office" to the application of California's corporate board gender quota bill. Keith Paul Bishop notes California corporate law fails to define this key term despite its appearance I numerous provisions of California corporate law.
Similarly, SEC Form 10-K and 10-Q require that the corporation disclose its principal executive office without defining that term. Having said that, Rule 3b-7 defines “executive officer” as the company’s “president, any vice president ... in charge of a principal business unit” or any other “officer” or “person” who “performs similar policy making functions.” Logically, "principal executive office" would mean the place where the CEO and most other executive officers work most of the time.
In federal tax law, "principal executive office" is "generally understood to mean 'the head office, the place where the principal officers generally transact business, and the place to which reports are made and from which orders emanate.'” Dimmitt & Owens Fin., Inc. v. Unique Industries, Inc., 589 F. Supp. 14, 16 (N.D. Ill. 1983), aff'd sub nom. Dimmitt & Owens Fin., Inc. v. U.S., 787 F.2d 1186 (7th Cir. 1986).
