CORPORATE TRANSACTIONS & COMPLIANCE BLOG

What Address Should Be Used When Registering to Do Business in the U.S.?

By: Colleen DeVries, COGENCY GLOBAL INC. on Thu, May 12, 2016

WomanQuestionMarks_Fotolia_106532733_XS.jpgThere are numerous things to consider when deciding where a company should be registered to conduct business.  Once you have worked with your legal and financial counsel to make those decisions, the process of registering will vary from state to state and may include many filings with a number of different federal, state and local filing offices.

There will usually be a requirement to disclose an address in the certificates or applications you are completing. In some cases, it is sufficient to include the principal or main 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.

Initial Formation and Qualification of Business Entity

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

Special Agency Registrations

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 address. 

Business License Registrations

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 address of the registered agent 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).

Address Tips and Guidelines

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:

  • Be aware that P.O. boxes are typically not permitted to be used as an address on the majority of state or federal filings or registrations.
  • Ensure that the contacts you have selected at your company have the authority to receive any time sensitive legal, tax or business notices from the authorities with which your business is registered.
  • Learn which types of notices may be sent from filing offices. Consider engaging a professional registered agent to ensure that time-sensitive service of process and tax notices will be promptly sent to the appropriate contact person (i.e., your company’s General Counsel) and not delivered to a staff member who shouldn’t have access to sensitive documents. Note that most professional providers of statutory representation (registered agent) services have entity management systems that make it easy for you to track dates of delivery of service of process and notices of upcoming compliance due dates.
    • If you require a registered agent’s services beyond those important time-sensitive notices, contact the agent to see if assistance can be provided with certain mail forwarding services. Don’t assume that you can use the registered agent’s address on business-related correspondence (i.e., bank statements).
  • Periodically audit the agents and addresses that are on file to ensure that you have the most current contact and address information on record.
    • A full entity compliance audit of the information on record will give you an overview of all addresses and contacts on record.

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.

Topics: Registered Agent