principal place of business (2024)

A principal place of business generally refers to where a corporation's officers direct, control, and coordinate the corporation's activities. It is also often referred to as the corporation's "nerve center." Determining a corporation's principal place of business is important for the purposes of asserting diversity jurisdiction. Under 28 U.S.C.A. § 1332(c) "a corporation shall be deemed to be a citizen of every State and foreign state by which it has been incorporated and of the State or foreign state where it has its principal place of business."

Although courts initially applied a variety of tests to determine a corporation's principal place of business, the Supreme Court in Hertz Corp. v. Friend determined that the "nerve center" test be the single dominant approach. In Hertz, Justice Breyer explained that a corporations "nerve center" refers to the place where "a corporation's officers direct, control, and coordinate the corporation's activities." It is further explained that practically, this location should be the headquarters provided that "the headquarters is the actual center of direction, control, and coordination[, and] not simply an office where the corporation holds its board meetings." For example, if a company's officers direct the company's business activities in New York, then its principal place of business is New York regardless of the company's degree of activity in any other state.

Under the Hertz standard, a corporation can only have one principal place of business. But this does not preclude the corporation from being a citizen of multiple states. For example, when a corporation is incorporated in a different state than where its headquarters are located, it is a citizen and under the jurisdiction of both states.

However, for the purposes of establishing diversity jurisdiction, a party does not need to pinpoint a corporation's principal place of business. Rather, jurisdiction will be upheld so long that it is established that diversity of citizenship exists among the parties.

[Last updated in July of 2020 by the Wex Definitions Team]

principal place of business (2024)

FAQs

What is the principal place of your business? ›

A principal place of business refers to the main location in which a company conducts the bulk of its business. The US Secretary of State generally requires companies to list their principal place of business on their incorporation documents.

How do you determine a corporation's principal place of business? ›

In practice it should normally be the place where the corporation maintains its headquarters — provided that the headquarters is the actual center of direction, control, and coordination, i.e., the “nerve center,” and not simply an office where the corporation holds its board meetings.

Is principal place of business the same as headquarters? ›

The principal place of business is where decisions are made and is typically the headquarters of a business. It is not necessarily where the company was originally incorporated.

What is an example of a place of business? ›

Place of business means any store, warehouse, manufacturing establishment, place of amusem*nt or recreation, service station, foodhandling establishment, or any other place where people work or are served.

What is the principal place of business analysis? ›

What is a Principal Place of Business (PPOB)? Answer: The entity's physical address or PPOB is the designated central location where the company is engaged in business operations. Normally, this is where officials routinely report to work, and where safety records and/or business records are regularly maintained.

Is my home office my principal place of business? ›

To determine whether your home is your principal place of business, you must consider: The relative importance of the activities performed at each place where you conduct business, and. The amount of time spent at each place where you conduct business.

How does IRS define the principal place of business? ›

Your home office generally will qualify as a principal place of business if: • You use it exclusively and regularly for the administrative or management activities of your trade or business, and • You have no other fixed location where you conduct substantial administrative or management activities of your trade or ...

When determining a corporation's principal place of business what considerations should courts take into account? ›

If the amount of activity is “significantly larger” or “substantially predominates” in one State, then that State is the corporation's “principal place of business.” If there is no such State, then the “principal place of business” is the corporation's “ 'nerve center,' ” i.e., the place where “ 'the majority of its ...

What does principal mean in business? ›

In a business context, a principal is a key figure in the company's management. The term usually refers to the owner of a private company or primary decision-maker. This may be the chief executive officer (CEO), but the title can be appointed to numerous individuals regardless of job titles.

Does a company need a HQ? ›

Most businesses will need a headquarters at some point, especially as they grow and want to scale up their business. That being said, when it comes to setting up a headquarters, there are a lot of things to think about, and it can be daunting for anyone who hasn't done it before.

What is the difference between principal office and principal place of business in Texas? ›

Principal Office. Principal Office: Enter the address within the United States where the entity's records are kept. Principal Place of Business: Enter the address of the place of business for day to day operations.

What is the principal place of business of a holding company? ›

Holding Company's Principal Place of Business is Where It Holds Board Meetings, Even if Meetings Have Yet to Occur: Ninth Circuit | Practical Law. On an issue of first impression, the US Court of Appeals for the Ninth Circuit held in 3123 SMB LLC v.

What is the legal definition of a place of business? ›

PLACE OF BUSINESS Definition & Legal Meaning

The location where a business is actually located; where most of the business activities, as well as their records are kept.

How do you explain the place of business? ›

Place of Business means any location such as a store, warehouse, manufacturing facility, service station, food retail place, or any other location where people work or are served.

What is an example of place business? ›

Companies come up with a place strategy by determining where their target market shops. For example, a cookbook publisher can place their products in a bookstore to reach customers who are looking for books, but also in a kitchenware store to reach customers interested in cooking.

How do you define a business place? ›

Business Place means a House, Store house, Shop, Company, Joint business, Partnership business and place where business activities are carried out and any of the places where such branches are maintained.

What is an example of a principal place of business? ›

For example, if a company's officers direct a company's business activities in New York, then its principal place of business is New York regardless of the company's degree of activity in any other state. Per the Hertz standard, a corporation has only one principal place of business.

What is the principal place of business for a remote company? ›

To be a principal place of business, you must conduct administrative or management duties related to your business at your home and you must not have any other fixed location where you also perform these tasks.

What is the principal place of business for diversity purposes? ›

The phrase "principal place of business" derives from the federal diversity jurisdiction statute: "a corporation shall be deemed to be a citizen of any State by which it has been incorporated and of the State where it has its principal place of business ." 28 U.S.C. § 1332(c)(1) (emphasis added).

What is principal position in business? ›

A principal in a company is typically the owner, founder or chief executive officer (CEO ) of a company. In some situations, the principal might be someone who owns most of the company's equity and is responsible for making big business decisions.

What is the principal business of a company? ›

Principal Business means the core functional and commercial activities, inclusive of related or incidental businesses, conducted by an [organization].

What does principal type of business mean? ›

The principal is typically the primary owner of a business, but often it is the sole owner. That's because sole proprietorships are by far the most common form of business organization. In this case, the principal is also often the president and CEO as well as being the sole owner.

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