Also known as: principal offices · principal place of business
Written by attorneys · grounded in primary & secondary sources — see below
The headquarters location where a corporation's high-level officers direct, control, and coordinate its activities. This site serves as the entity's nerve center for purposes of determining citizenship, general jurisdiction, venue, and obligations such as document delivery or record inspection.
Phoenix Technologies, incorporated in Delaware, maintains its headquarters in New Jersey where its officers set corporate policy. A plaintiff sues in California over events occurring in Texas. The court finds no general jurisdiction because the company is not at home in California despite substantial sales there.
Prism Analytics is incorporated in Delaware. Its officers direct all major decisions from its principal office in Illinois. When sued in federal court by a citizen of Illinois, the court treats the company as a citizen of both Delaware and Illinois, destroying complete diversity.
Select any source to read its text and confirm it supports the definition.
Shareholders of Pioneer Energy sign a voting trust agreement and transfer shares to a trustee. The trustee prepares the required list of beneficial owners and delivers the list and agreement to the corporation at its principal office in Texas as mandated by the statute.
A general partner of Platinum Partners seeks to inspect partnership records. The partner arrives during regular business hours at the limited partnership's principal office in Nevada and copies the required information without stating any particular purpose.
Patricia Patel sues a Delaware corporation in Montana for claims arising in Oregon. The company's officers coordinate all activities from its principal office in Delaware. The court holds that extensive operations in Montana do not render the company at home there for general jurisdiction.
Parker Phillips, a plaintiff corporation, files suit in federal court. Its principal office is located in the District of Colorado. The court deems the corporation a resident of that district for venue purposes under the governing statute.
The principal office is the corporation's nerve center where high-level officers direct and control activities. Absent exceptional circumstances, general jurisdiction exists only in the state of incorporation or the principal office location because that is where the corporation is at home.
A corporation is a citizen of the state where it has its principal place of business in addition to its state of incorporation. This rule prevents a corporation from claiming citizenship only in its formal state of incorporation when its actual operations are directed elsewhere.
Statutes such as those governing voting trusts require delivery of lists and agreements to the principal office to ensure the corporation receives official records at the location where its central management functions occur.
A general partner may inspect and copy required information at the limited partnership's principal office during regular business hours without stating any particular purpose for the inspection.
…Mercedes-Benz USA, LLC (MBUSA), distributes Daimler vehicles. MBUSA is a Delaware limited liability company and has its principal place of business in New Jersey. MBUSA’s marketing and sales efforts in California are undertaken by a regional office in Costa Mesa and a network of independent dealers. MBUSA distributes Daimler vehicles…