Should you use a registered agent address, a mailing address or the principal place of business address on your formation, qualification or other corporate documents? Once you have worked with your legal and financial counsel to determine where a company should be registered to conduct business, you’ll need to determine what address to use on filings that require one.
In some cases, it is sufficient to include the main or principal office address. This can create a challenge for an entity that does not have a physical presence in a jurisdiction where it may want to form or conduct business. In other cases, the statute or filing authority requires that a registered agent be appointed in the state where the filing or registration is being made. While the disclosure of an address on a certificate or application to be filed may seem simple, it is important to make sure you understand what types of notices (e.g., legal process, general business or tax notices) may be sent to that address to ensure that any time or content-sensitive documents are delivered to the correct address and person.
What should you consider and what options do you have when determining which address to list? Here is an overview of some general considerations related to forming, qualifying or registering for authority to conduct business in states.
When forming, qualifying or registering your company with a state filing office (in most cases, the Secretary of State), often, in addition to including the principal business address of the company, you are required to include a registered agent and address for delivery of service of process and tax notices.
To illustrate the differences in disclosure of which address states require using a limited liability company, let’s compare Delaware, California, Florida and Texas:
Delaware
Registered agent address ONLY
California
Principal business address PLUS registered agent address
Florida
Principal office address and mailing address (which may be the same), however, an LLC in Florida cannot serve as its own registered agent
Texas
Registered agent address ONLY
In addition to formation, qualification and registration, companies conducting certain types of business may also be required to register a ‘special agency’ filing with other government authorities. For example, insurance companies have several registration requirements, including filings with the insurance departments (or, in some cases, the Secretary of State offices). In the majority of states, for the filings with the insurance department, the company is required to appoint a registered agent in the state that is either the office which should be served or the office to which the insurance department or Secretary of State should forward any legal process served on it.
To further highlight the difference among states, there are two states where a registered agent is not appointed when registering as an insurance company. In Illinois, process must be served on the principal office of the insurance carrier. In North Carolina, service is made on the Department of Insurance, which then forwards process to the principal place of business address.
Additional general or specific business license registrations may also be required depending on the state and your company’s business activities (i.e., a restaurant that maintains a liquor license). Typically, the business license application will require the disclosure of the principal business address of the company and address of the location in the state (if any). In some states, the registered agent address in the state of licensure may also be required.
For certain types of regulated industries, the licensing authority may require that the company have an actual office in the state. This is often much more than can be provided by a standard commercial registered agent service provider or a virtual office provider. For example, in several states (Colorado, Hawaii, New Mexico, Washington, Wisconsin and Wyoming) a collection agency wishing to operate in the state must maintain a physical office location. In many of these states, the office must maintain regular business hours and be staffed by an employee who can conduct collection agency business (in New Mexico and Wyoming, a licensed collection agency manager is required).
As you can see, the requirements for addresses vary as much as the considerations as to where you need to register. Here are some general tips and guidelines to consider:
By following these tips and guidelines, you can ensure that the right people at the company are notified of important legal, tax and other notifications on a timely basis.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
