Also known as: business headquarters · principal place of business
Written by attorneys · grounded in primary & secondary sources — see below
A test identifying a corporation's principal place of business as the location where its high-level officers direct, control, and coordinate corporate activities. This location, typically corporate headquarters, determines citizenship for diversity jurisdiction and the paradigm forum for general personal jurisdiction.
Brighton Manufacturing, incorporated in Delaware, maintains its executive offices and board meetings in State A. When a plaintiff from State B sues in federal court in State B, the court treats Brighton as a citizen of State A because that is where its officers direct operations. The suit proceeds in diversity because the parties are citizens of different states.
Benson Motors reincorporates in State X and relocates its senior management team and strategic planning functions to State X. A plaintiff from State Y files a diversity action in State Y federal court. The court holds Benson a citizen of State X, destroying diversity because the plaintiff and defendant share citizenship there.
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Boulder Construction performs extensive construction projects in State C but keeps its boardroom and CEO office in State D. A plaintiff injured on a State C job sues in State C for an unrelated accident occurring in State E. The court dismisses for lack of general jurisdiction because Boulder is at home only in State D.
Bay Area Systems maintains its headquarters in the Northern District of State E. A plaintiff sues the company in the Southern District of State E for a claim arising elsewhere. The court transfers the case because the company resides only in the district containing its headquarters for venue purposes.
Bianca Blanco sues a Delaware corporation in State F after a product purchased there causes injury. The corporation sells goods continuously in State F but directs all corporate strategy from its State G headquarters. The court dismisses the unrelated claim for lack of general jurisdiction.
Bradley Banks sues a corporation in federal court in State H. The company recently moved its CEO, CFO, and strategic decision-making to State I. The court determines the corporation is a citizen of State I, eliminating diversity jurisdiction even though the company still conducts substantial sales in State H.
The concept locates a corporation's principal place of business at the site where high-level officers direct corporate activities. A corporation is therefore a citizen of its state of incorporation and the state containing that headquarters location.
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No. General jurisdiction exists only where the corporation is at home, which is its place of incorporation or principal place of business. Extensive operations elsewhere do not suffice for claims unrelated to the forum.
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The corporation is deemed to reside in any district where it is subject to personal jurisdiction, which for venue purposes centers on the district containing its principal place of business after relocation.
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