Almost all LLC registrations in the United States require the “Physical Mailing Address” of the company to be identified. The general rule is that such an address can be located anywhere, it just cannot be a PO Box. Some states, such as Alabama (AL), California (CA), Massachusetts (MA), Maryland (MD) and Oregon (OR), even require that such an address be located within their state’s borders.
Some of our competition will permit their Registered Agent address to be used as the company’s address. If you call the Secretary of State’s office, they will also tell you that the Registered Agent address can be used as the company’s address.
We do not allow this, UNLESS you actually own or control the Registered Address (which means you’re acting as your own Registered Agent). This is because doing so can potentially eliminate the liability protection of the LLC.
If you’re not your own Registered Agent, then you SHOULD NOT USE the Registered Address as your company’s business address. The reason is this address is not in your control. Seldom will they be equipped to actually process mail, and unless you’ve filled out USPS Form 1583, the Registered Agent is not authorized to be a receiving agent for you. In short, you would violate US Postal Service regulations.
Filing a LLC like this would be considered a “fraudulent filing.”
Because of this, if the LLC is sued and a skilled plaintiff’s attorney figures this out, they can use this as a reason to “pierce the corporate veil” of your LLC and therefore sue you personally.
The best practice, is to either use an address under your control or (if you’re concerned about anonymity), purchase an actual virtual office or mailbox. When you do this, you’re actually under contract to lease / rent that mailbox and you are actually conducting business using that mailbox. To do this properly, you actually need to sign USPS forms and meet their requirements for the use of such a mailbox. This means you are certainly under control of the mailbox.
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Get your virtual mailbox at L4SB. We will collect mail at this mailbox and forward it to you at your desired frequency.
Companies that permit this are clearly not law firms, nor are they following the law. This should give you some pause on who you’re doing business with. This can mean a number of things, which could be very detrimental to your company should problems occur in the future or you find yourself in a lawsuit.
Let me give you just one example: It’s common for people to forget what the purpose of a Registered Agent is (i.e. to receive legal service of process). Within a couple of years or so, some people cancel their Registered Agent service because they forget why they are paying for the service. So, if you cancel with a company that doesn’t know the law, it’s very likely they won’t even bother filing a “resignation notice” with the relevant secretary of state — this means your company looks like it has a valid Registered Agent, although that Registered Agent won’t forward you any legal notices, because you’re no longer paying for the service.
Such activity could cost you dearly in the form of a “default judgement.” I’ve seen default judgements take what was originally a $20k dispute, and turn them into a $360k dispute, with the power of the court to go after people personally, even though it was originally a corporate-based dispute. You do not want a default judgement ever, and saying your Registered Agent didn’t send you the notice of a lawsuit because you didn’t pay your Registered Agent isn’t going to win you any sympathy in court.
This is just one example. My law firm deals with problems on a daily basis associated with improper paperwork, improper organizational setup, and poor template Operating Agreements. It’s worth a bit of extra money, to make sure things are done right not just in the beginning, but over the lifetime of your company, and of course, to obtain a high-quality Operating Agreement.
If you’re just starting out and considering providers, we hope you will consider us for your next LLC formation — we address all these issues, and more, in what we do as part of our basic service. If you’ve already purchased or formed your company, it’s still not too late to tweak things to improve your position. We can replace your current Registered Agent. We can provide a Virtual Mailbox. We can, for a low-cost fee, provide you with a high-quality, highly customizable Operating Agreement.
116 Comments
So what is the purpose of having a registered agent then? I thought the purpose is for them to receive all legal correspondence mailed by the state and or being served. The law states someone has to be available during normal business hours to sign for a summons or any or legal correspondence and that’s that registered agent. So how does having a virtual mailbox that is like having a PO box with it saying PO Box legal? You are still using that virtual mailbox business as your address is well which means the veil can be pierced from that aspect as well.
Hi, Perry.
Let’s keep in mind the original purpose and intent of a “Registered Agent.” A Registered Agent is someone who can accept service of process and legal notices on behalf of a company. By publishing this information, and requiring companies keep this information up-to-date, the “state” (i.e. government, courts, opposing parties, etc) have a place to send legal notices without having to spend too much effort actually finding where a company is located.
If a legal notice is sent to a Registered Agent, such as a complaint in a lawsuit, and the company doesn’t respond to it, courts will have less concerns about rendering default judgements and helping that “justice is served”.
Yes, the “Registered Agent” can accept “notices,” whether hand-delivered, mailed, faxed, etc.
Your question is trying to conflate or expand the role of the Registered Agent, to accept “all mail” on behalf of the Company, but it’s not legal. Why?
Let’s look at the US Postal Service (or USPS). Mail in the United States is regulated by the USPS, which itself is regulated by the Postal Regulatory Commission (See https://www.prc.gov/). It’s really a thing. USPS has numerous rules about how mail is handled in the United States (Start here: https://about.usps.com/resources/publications.htm“). One specific “Manual” you want to look at, is the “Domestic Mail Manual ‘DMM'”, and more specifically, 500 Additional Mailing Services, 508 Recipient Services, 1.8 Commercial Mail Receiving Agencies.
The USPS has established guidelines (and requirements) on who can accept mail on behalf of a third-party. And, the USPS has requirements, processes and procedures. If you think about it, it makes a lot of sense. The USPS wants to be able to hold businesses and individuals accountable for misdirecting the mail, stealing, dealing with prohibited items, using the mail for criminal activities, etc.
This is what UPS, Mailboxes Etc, our Virtual Mailbox Service and every other legitimate mailbox provider must contend with. When a mailbox provider requires you to fill out USPS Form 1583, they are following USPS regulations and you therefore have legal precedent and authority to claim your “physical mailing address” is actually the mailbox provided to you.
This is why a mailbox provider is different from the Registered Agent: The Registered Agent doesn’t know you from Mickey Mouse. The Virtual Mailbox provider DOES know you, because they are required by USPS regulations to get two forms of ID, one a picture ID, and the addresses have to match the mail recipient. This means — with a legal mailbox provider — a real person can be held responsible in instances of wrongdoing or criminal acts.
When you use a provider that does not ask you to fill out Form 1583, they are not operating as required by law. Sure, you may save a few dollars, but if your company is in a lawsuit, a competent attorney will examine the formation circumstances of your company, and if they figure out you’re using an illegitimate mail provider (i.e. your Registered Agent), you can expect that attorney to try and “pierce the corporate veil” by arguing your company was setup with fraudulent intent. If you and your company receive a default judgement, and you try to seek to set such default judgement aside, you can expect the opposing counsel to blame the “fraudulent setup” of your company and seek to oppose your motions.
This is why we say using the Registered Agent for your company’s address is bad practice. You’re basically giving an opposing attorney another “arrow in the quiver” (so to speak) in an attempt to destroy the liability protection afforded by a company.
Larry.
So in Washington I was not allowed to use a PMB as my address, and I am doing business from my home. I had aIready signed up for my PMB only to be sent a letter from SOS that it was not accepted. I don’t want my personal address on record so that anyone can just show up at my house. What other way would I be able to get a business address that isn’t my own or a family member? I had one option for a virtual address in my town and it wouldn’t work.
Washington is a problem we do not have a good answer for, unfortunately. What you can try, is a virtual office. You’re basically subleasing space with a real address. It’s more expensive than a virtual mailbox, but should do the trick.
Hey, Larry! Thank you for all your responses.
If my registered agent has a virtual address (mailbox) in NJ can I use that as my registered agent address and business address as well?
Hi, Mo.
I’m not sure I fully understand your question. So, I’ll answer it this way:
You need a different registered agent for each company and in each state. You cannot assume someone will be a RA for company B, just because they are for company A. You need their sign-off / approval (at the very least, so they know where to forward legal service of process).
Typically, almost all states require an actual physical address for the RA, not a virtual mailbox. Not all states are like this, but most. I don’t know where NJ comes out on this.
Sorry. Larry.
Let’s say we are our own registered agent but we don’t want to use our personal address but the address of our actual business where our product is, can we do that? I don’t like the idea of my home address being available online.
Yes, you can certainly do that as long as it’s a real, physical address that you are in control of (i.e. because you own or lease the property). Just take care to update it if you move your business.
Larry.
Hi Larry
I provide registered agent services and was wondering if as a commercial registered agent can I use a mailbox service to receive the mail on other companies behalf?
Thanks!
Hi, Hannah.
Typically not. Almost all states that I’m aware of, require an actual physical address they can send a sheriff to serve the actual RA. Mailboxes sort of frustrate that purpose.
I am not licensed in WA, however, so you may want to consult with a WA-licensed attorney who can render you an official legal opinion that you can rely on. Therefore, if you did go forward and the attorney gave you a legal opinion that said it was okay, and it turned out to not be okay, if there were criminal penalties associated with that, your opinion letter may help you fight off the criminal sanctions (if any).
Larry.
Hi larry, What form would i need to fill out to have a virtual mailbox?
Thanks,
andrew
Hi, Andrew.
Every virtual mailbox provider that is a valid CMRA with the USPS is required to have customers fill out Form 1583 (learn more).
Thank you. Larry.
I’m looking to establish an S Corp outside of the county i live in to avoid the high insurance prices that go along with my business if it were to be established here. Can i use a Registered agent service for that?
Hi, Connor.
First, you can certainly use a Registered Agent service for a company you’re forming.
But, I’m not sure you can accomplish what you’re seeking at least as it relates to a S-Corp. Why? Well, if you’re a US-citizen wanting to form a S-Corp outside the US, I’m not sure what country that would be. I’m not sure what countries support the US-equivalent of a S-Corp and as a US-citizen, that’s not going to help you avoid liability or shift your insurance costs.
If you’re not a US-citizen, and interested in a S-Corp in the US, well that won’t work either. That’s because only US citizens can be owners of a S-Corp (otherwise, the S-Corp looses its status as an S-Corp, and becomes a C-Corp).
Larry.
Pitching in because I’m in a similar position and would like to know the answer. Connor actually asked about establishing an S Corp outside of the “county” he lives in, not the “country”.
Hi, Thien.
Thank you for bringing my misinterpretation of Connor’s question to my attention.
Unfortunately, this is a question I’m going to need to punt on — because the answer is very much specific to state law — and I’m thinking the question relates to New York, although I cannot remember why I think that. If it is NY, then you really need to hire a NY-state licensed attorney to weigh in on this — unfortunately I have no NY licensed attorneys to answer this question accurately.
Other than the specific state law issue, I can say that insurance policies will generally relate to where you’re doing business, not just where your principal office is located. If you’re not answering the insurance application questions accurately, they will simply decline coverage when a covered event occurs.
Larry.
The multiple paragraphs you wrote in response to Perry are all well & good, but they ignore the heart of the issue, which was also Perry’s point:
Lawsuits can be, and are, served via USPS Certified or Registered Mail.
Now that we’ve established that, we can get back to Perry’s point that your reply, though long, managed to completely ignore.
You can’t have it both ways.
Either:
a) Registered Agents can’t accept mail on your behalf, which includes service of court filings, and are, thus, completely irrelevant and unable to legally do their job
or
b) Registered Agents are legally permitted to accept mail on your behalf, which includes, but isn’t limited to, service of court filings
There is no “c”. Nothing in the DMM makes an exception between service of court papers and/or Certified Mail and/or Registered Mail and/or normal, regular, First Class mail. Under the DMM that you, yourself, quoted, they can either accept mail–any mail–on your behalf or they can’t.
Perry didn’t “conflate” or “expand” anything, because the DMM doesn’t draw the distinction you’re drawing about “notices”. Mail can either be accepted on your behalf at that address, regardless of what it is & who it’s from, or it can’t.
So which is it?
Hi, there.
I’m not sure I agree with your two options. Would you agree with the following tweaks to your two options?
a) Registered Agents can’t accept mail on your behalf, which includes service of court filings, and are, thus, completely irrelevant and unable to legally do their job, if they are a third-party entity to the company and they are not properly registered with the USPS as a CMRA, and not following the requirements of the DMM
and
b) Registered Agents are legally permitted to accept mail on your behalf, which includes, but isn’t limited to, service of court filings, if they (i) are a third-party entity with respect to the company and are properly registered with the USPS as a CMRA, following the requirements of the DMM, or (ii) they are a directly connected to the company — such as a beneficial owner — and therefore not a third-party entity with respect to the company.
If you agree with my tweaks, then there is obviously a “c”, and it’s not related to the type of correspondence but the status of the entity as it relates to the company, and whether it is following CMRA/DMM requirements.
Is your issue that state law doesn’t go into greater detail about the qualifications of a RA?
Larry.
I agree with Larry but, with all due respect, I don’t think he has explained it clearly.
First, let’s clarify some terms. Here we are talking about a third-party registered agent service. A “physical address” means the address that is listed with the Secretary of State as the company’s business address, but a “mailing address” is where the company receives its mail — just like a person can live in a house but have a P.O. box. Two different things.
Second, let’s be clear about the concept of legal agency. Every agency relationship has “scope” — the range of the agent’s powers. A talent agent has the power to negotiate a client’s movie deals, but not to sell the client’s house.
“Registered agent” is short “registered agent for service of process.” Service of process means being served legal papers. The Corporation Code requires every company to have an RA. Then other laws (like the Code of Civil Procedure) say that one way you can serve process on a company is by delivery to its RA.
The law also requires companies to have a physical address. Under some circumstances, service of process can also be delivered there. But the physical address can have other legal effects too, such as determining where (in what county) a company has legal residence, and therefore where it can be sued. An RA *can* agree to let you list their address as your physical address. But that doesn’t mean you should do it, and there are legal reasons why maybe you shouldn’t.
As for receiving general mail, the USPS Domestic Mail Manual, ch. 508, sec. 1.4.1 allows delivery to “any person authorized to represent the addressee.” USPS will deliver legal papers to an RA because the RA is authorized to receive them. But they can’t receive all mail just by virtue of being an RA. To do that, the Postal Service requires them to register as a CMRA (DMM ch 508, sec 1.8). So if they are a registered CMRA as well as RA, then they can receive all mail.
Thank you, Kevin.
I have no excuses for not being clearer, and appreciate you doing so. Your clarifications are well-received. Thank you again.
With that said, I do need to clarify what you said a bit further: Specifically, you’ve separated “physical address” and “mailing address”, and this is appropriate for some states but not all. Some states, such as New Mexico for example, want a “physical mailing address” and leave it at that — and I tend to gloss over the distinction myself — and such states will define (and enforce) this as one or the other. I don’t have a list of this, but I should probably have one of my interns do the research, and we should publish that.
Stay tuned.
Larry.
I am trying to start an online business in Washington state, and like you implied they don’t make privacy easy for those starting a business from home. Is a virtual mailbox (not virtual office space), with USPS form 1583, an option for my “principal office” address then? Or is that considered a PMB as well? The virtual office spaces around here are out of my price range for the time being.
Thank you for your time.
Hi, Jamie.
Virtual mailboxes are PMB’s.
Larry.
Can you pierce a SMLLC veil if someone lists himself – single member as the registered agent for his LLC but is not present to receive a court summons but he is off doing his business ?
Hi, Anne.
You’re mixing two issues: “Piercing the corporate veil” which typically requires some wrong-doing, such as not following corporate formalities, undercapitalizing the company, commingling funds, etc. Who is acting as the RA has no bearing on whether a plaintiff can pierce the corporate veil.
In almost all states, if you want to sue a company, you serve the RA and/or one or more of the owners. If the RA happens to be the owner, and isn’t accepting service of process because he or she is unavailable, they are doing that at their peril. As long as a plaintiff can show the court they delivered the proper documents to the registered office (or attempted to do so), most judges will permit the lawsuit to proceed. Therefore, playing games by not being available to receive a summons or complaint, is just a good way to risk a default judgement.
Default judgements are very bad. The reason is, you’re not there to defend yourself. The other party is free to argue reasonable damages and more. You’ll end up with a much larger judgement, and once it’s defaulted, it’s really hard to overturn in most jursidictions.
Larry.
Washington State RCW (note the final line regarding purpose of location).
Principal Office Address Requirement: (RCW 23.95.105 (27))
The Principal Office (formerly Principal Place of Business) address must be the street address of the business. A PO BOX or PMB will not be accepted for filing. Depending on how you are structured, this address can be the same as the Registered Agent, or it can be a separate location where records are maintained.
Hi, Tom.
Sure, assuming you or your company has control over that address.
Larry.
What are the disadvantages of using one’s physical residence address as the registered agent address? Could doing this enable piercing of the corporate veil?
Hi, Daniel.
Assuming you’re referring to your “primary residence” for your business, there really aren’t a lot of legal problems with it — assuming you’re in control of your primary residence. The typical disadvantage is you’re publishing your home address, which may be a problem for certain types of businesses.
Larry.
Hello Lary,
I live in Nevada but I am opening my LLC in New Mexico. I already have a registered agent but what address should I put as a primary business address ? Should I buy a virtual address from Nevada or New Mexico ?
Hi, Charlotte.
Sorry for the delay responding. I don’t check the comments as frequently as I probably should.
My argument is that for the “primary business address,” it should be an address under your control. That would be a physical address you (or your LLC) actually owns, or has an actual lease. Alternatively, a valid CMRA-based mailbox.
Otherwise, if you simply use an address some random third-party permits you to use, but you don’t actually have a lease or have filed a proper Form 1583 with the USPS, you can potentially lose your liability protection because you give a plaintiff an opportunity to argue they should be permitted to pierce the corporate veil because your company’s registration is fraudulent.
Larry.
Hello.
I have 2 questions.
1. I moved from IL to PA. I have C corporation.
Is it ok to do “foreign filing”? Will I keep my EIN and bank account?
2. I currently should renewal my company. When I try to renew online on cyberIllinois.com (secretary of state), what should I choose.
Annual Report Filings
Allocation
Option A – All property owned by the corporation is located in Illinois and all business transacted by the corporation is in Illinois.
Option B – The corporation elects to pay its annual franchise tax based upon 100% of its total paid-in capital.
Option C – The corporation owns property outside of Illinois and/or transacts business outside of Illinois.
P.S. Can I use my friend address in IL, for register agent?
Thank you for your answers.
Hi, Pavel.
Answers:
1. Is it okay to do a foreign filing? Absolutely, and since it’s the same company (i.e. an IL Corporation) that is now registered to do business in another state (i.e. PA), it’s really the same company with the same EIN and bank account and credit and everything else.
2. I would pick Option C, if that’s true. Yes, you can use your friend as the Registered Agent, provided (1) you can trust him or her to actually deliver you important legal notices if you get them, and (2) said friend actually has a physical address in IL.
Good luck to you. Larry.
Hello! Can I use my Registered Agent address as my business address but also have a mailing address listed? Please let me know if this is possible.
The quick answer is “yes.” The longer answer depends on whether you already have your entity formed or not, and what state you’re in. Some states permit this as part of the formation process. Others do not. Either way, you can certainly “amend” your Articles to add another address.
First, thank you for taking time to answer all of our questions. Greatly appreciated. As a newly formed LLC, I think I sort of get it. Are you saying as a Registered Agent, under that classification, they are in a position to accept notices…which is their job. However, anything outside what qualifies as legal notices, business magazines, solicitation mail, etc….they are not permitted to accept unless they have form 1583 filled out? Another question, as a business that is fully remote, 100% online, the business address was for privacy purposes, but I am utilizing a different address for mail, and decided I did not want the registered agent to be in control of that. Isn’t that okay to do?
Hi, Mo.
There are two issues here: First, is a RA permitted to “receive mail” (from the USPS) for a third-party without being a registered CMRA with the USPS? The answer is “no”, although it’s a gray area because they are permitted to receive legal notices, although legal notices are traditionally summons and subpoenas dropped off by the local sheriff. State law isn’t specific. But, federal law is: The USPS is in charge of mail, and the USPS requires CMRA’s to be properly registered and have a formal process for the 1583.
The second issue is, irrespective of what the RA is or isn’t permitted to do, the question is, “Is your company properly identifying its physical mailing address on the State filing?” If the answer is “no”, because of what I’m saying here, you could jeopardize the liability protection of the company because you’ve given a plaintiff an excuse to argue piercing the corporate veil because of the fraudulent filing.
If I’m understanding your last question, you have two addresses: the RA and one for mail. That is perfectly acceptable, assuming both are legitimate.
Good luck to you. Larry.
Hi Larry! This is a great discussion. You’re the first person I’ve seen to address this issue. If you have time, I have a couple questions.
So, I list my RA address as my mailing address with the Secretary of State. This address is for LEGAL mailings for service, and the RA will accept legal mailings. So, is it truly illegitimate to put the RA address? Or is this address for more than legal mailings?
Next, California distinguishes between the business address and the mailing address on its Statement of Information.. This blog is specific to the “mailing” address, correct? Acceptable practice could include listing all addresses as your RA address, except the mailing address? Yes?
Thanks again!
Brian
Hi, Brian.
First, I know this is very confusing, but just because you can do it (i.e. the SOS permitted it, and/or the RA does it), doesn’t mean it’s actually legal from a federal standpoint. What you described doesn’t meet USPS regulations, and therefore, the way you’ve set this up can potentially be taken advantage of by a plaintiff’s attorney suing your LLC, and who wants to pierce the corporate veil (i.e. by arguing you fraudulently filed your LLC, since it violates federal law and USPS regulations).
Second, different states will phrase this differently. But, in the end, most states want a valid address they can send a sheriff to. This would be the “business address,” and what I argue should be a legitimate address you control. The “mailing address” can be where you receive mail, and therefore locations a sheriff cannot be sent (i.e. a PO Box), but it should still be lawful (i.e. if you’re using a 3rd party mailing service, are they a valid CMRA?).
Larry.
I’m in the process of starting my LLC. I live in Ohio and plan on using myself as the RA. I do not want my “residence” being the address or being in public records. In Ohio we are permitted to using a P.O. Box. This is the route I would like to take. What are your takes of this? I want to be in compliance however want to have personal privacy. Just seeking feedback people with knowledge! Thank you
I’m surprised to hear that OH is still permitting a PO Box. Most states have started taking actions to prohibit this practice.
The biggest problem, simply, is that a local sheriff doesn’t have the authority to walk into a USPS and request they sign for receipt of a summons. I’m sure that’s not going to stop some sheriff’s deputies from trying, but it would be good to make sure the USPS will sign for service of process, etc, so that you don’t miss important legal notices.
Hi Larry, great article. Thanks for the sharing your knowledge with us. I am from India citizen and currently in India, I have never been to USA. My renter (common desk/anytime mailbox) did ask me to fill out form 1583. I got the mailing address from them in Texas. I got my SM-LLC registered using this mailing address address. I got my EIN from IRS on the same mailing address. Our company provides service which can be done 100% online.
1) Is it okay to use mailing address as a LLC filing address in Texas & EIN.
2) Currently I am using a registered agent as a separate service. I intend to however change the RA and use RA as a LLC filing. Is this okay? (I intend to continue using the common desk/anytime mailbox services for receiving mails.)
3) I want to use registered agent address as a filing address because most of the brick and mortar banks require a physical address and they do not accept virtual office addresses. I want to open an checking account with Chase or Bank of America and hence I will try to get a lease agreement & utility bill from the registered agent.
Hi, there.
Thank you for your question. Answers are:
(1) Yes.
(2) Not sure I understand the question, but you only want to use an RA that is willing and agrees to be a RA. They will need to sign an Appointment document, and they will need to receive service of process on behalf of the company. Assuming they are willing to do that, then you should be okay.
(3) If the RA is a formal CMRA with the USPS, and issues you a Form 1583 to properly fill out, then this is okay. Otherwise, it is not.
Larry.
Hello, I’m forming an LLC in New Jersey. Okay, got it, so you should not use the address of the Registered Agent as your company’s address. So.. I currently have a digital mailbox, from iPostal1, which did make me fill out USPS Form 1583. My question… can I use my digital mailbox (company’s address) as my Registered Agent??
Also, I see ZenBusiness is good as a Registered Agent (to keep my company in good standing). Would it be unnecessary to have my company address as the digital mailbox ..then ZenBusiness as my Registered Agent (aka another address). Essentially, I’d then have 2 different addresses which I’m not sure if that just means an unnecessary headache because I’m going to have important documents going to two places. Or, is this actually the “better” “smarter” way to do it?
Looking forward to getting some guidance.
Hi, Rebecca.
You cannot use your mailbox as a Registered Agent, unless they agree to it. If so, they will need to fill out a form that is typically (depending on the state) called a “Appointment of Registered Agent” document that is submitted to the state.
I’m not sure I fully understand your question in the second paragraph, but typically companies will have TWO different addresses showing up on their paperwork: The “physical mailing address” of the company (which shouldn’t be your RA address, for all the reasons I’ve mentioned in this article), and your RA address. It is two addresses, but the smart way to do this to prevent a plaintiff attorney from claiming a fraudulent filing in an attempt to pierce the corporate veil of the company.
Larry.
Hi,
The physical address of the business, the individual 3rd party registered agent, and the residential address of the owner are all the same? Is that even possible to happen?
Doesn’t sound like it.
If my law firm was filing a lawsuit against such a company, we’d use this as a reason to try and pierce the corporate veil and hold the owner (or owners) personally liable for whatever damages we were seeking against such a company.
The reason I asked is because I work in a bank where I check each business requirements before they can open a bank account and I noticed that there are some companies that have one address registered as the physical address of the business, an individual third party RA and the owner’s address. I usually notice this scenario in FL Secretary of State docs. May I know why the SOS even allow this?
The SOS doesn’t validate information even a little bit. This is why you cannot use the SOS to determine ownership. Anyone can send in pretty much any information, and the SOS will dutifully record the information without validation.
Same goes for address information. The SOS will surely accept the RA address as being listed as the business address, and the SOS assumes you’re submitting lawful and proper information.
At the end of the day, the SOS is not the enforcer. The enforcer are banks (like yourself, if you figure out someone’s doing this) and/or the IRS and/or a plaintiff in a lawsuit.
Thank you so your knowledge. It’s definitely difficult to navigate through all the information. I think I have a somewhat difficult question.
I live outside the US, but have an APO address (however I can’t use it to form an LLC). I want to form an LLC in the state of Oregon and I just set up a virtual PO box, but from what I’m reading I can’t use it? I was planning on using it for the address of my LLC. I have an Oregon drivers license and Oregon is home for me when I travel to the states. I’m now at a loss on what to do.
Hi, Jenna.
Thank you for your service.
Unfortunately, the State of Oregon seems to have not considered active duty military when they created their restrictions. Great example of politics getting in the way of commonsense. You cannot form a company with an APO or other virtual mail service.
You CAN use your home address or other real, physical mailing address that you control. A leasehold (i.e. commercial lease) would qualify.
Larry.
Hello Larry,
Thank you for taking out the time to write your post. I am in the process of forming an LLC for an organization which is just in the starting phase and will likely remain in that phase for sometime. I don’t feel compelled to pay for a mailing address which I will hardly use for the time being. Should I be concerned about using my home address for the LLC filing? So much information is already available about us on the internet already. Do you think there are likely additional liabilities if our home address gets listed under the organization? Thank you.
Hi, Zane.
Thank you for your question, and it’s a good one.
Are there potential legal liabilities that could extend to you, by using your home address for the LLC’s physical mailing address? Probably not, but I cannot say “no” for sure or in all circumstances. For example, if a plaintiff’s attorney was suing your LLC and trying to pierce the corporate veil, you should expect that plaintiff’s attorney to use the fact that you’re operating out of your home (and if not, then claiming you’ve fraudulently filed your LLC’s Articles).
The bigger issues relate to the type of business you have. One of the reasons our Anonymous LLC is so popular, is that business owners can get harassed and therefore would like to avoid publishing their home addresses, which could then mean they are subjecting their family to potential harassment.
Businesses that seem to get harassed the most include any business that caters to or is vilified by the right or left on the political spectrum, landlords, so-called sin-businesses (i.e. alcohol, tobacco, pornography, and/or sexually explicit), and believe it or not, professionals including lawyers, doctors and accountants/CPA’s.
Larry.
Hi Larry, Thank You I seen this just in time. A third party company had me to fill out the 1583 Form, back in April for some companies I established with them LLC etc. I just rcvd a letter from the IRS that was TORN an OPENED forwarded from my Georgia Virtual Box to my Actual Address in Houston by that third party company. When I called them, they referenced they are allowed to open based upon the 1583 Form, However, no where on that form does it say they can open my mail! I just filed a Police Report against that company. I also spoke to the Post Master here in my city who says that is Fraud. Are they in the wrong? The 1583 Form doesn’t allow them this right, correct?
Hi, there.
No, the Form 1583 — by itself — doesn’t permit a CMRA (i.e. Commercial Mail Receiving Agency) to open your mail. Just receive it. There would (or should) be a second document — a services agreement — between yourself and your virtual mailbox provider, that would permit additional services or features, such as opening mail for you.
Note that opening mail, scanning and making available to you, is a common feature for virtual mailbox providers. We don’t yet provide this feature, but are shooting to make it available some time next year. It’s a difficult thing — opening mail — which creates a whole new layer of issues that we (as a law firm) are trying to work through.
Good luck to you. Larry.
Hi Larry, great blog, and a lot to learn here.
I have formed a Delaware C-corp, and I live in WA state. The registered address for the C-corp is my residence address. I like to launch a website for the company and post my company address, and I am thinking of getting a virtual office or a virtual mailbox (cheaper option via iPostal1). What do you recommend doing: the virtual office or the mailbox?
My bank, EIN, etc., is already registered with the company address as filed with DE, which is my home mailing address. I am trying to keep the home address which is the company address as private as I can.
A few years ago, the virtual mailbox was accepted by pretty much everyone everywhere, but I’m seeing the virtual mailbox less acceptable to some banks lately, so the virtual office is the way to go although it is more expensive.
I am starting my own business (service and maintenance of coffee machines), my LLC address will be my home address, then my wife could be my RA using the same address? So LLC, RA will have the same address and I am in control of the address since my wife and I live together. Is this possible without risking to “pierce the corporate veil”?
Yes. I think this is a sound plan. Your wife will need to sign the appropriate authorization to be the RA for the company.
Question : can we register and operate an online business from a different address that is not our residential address , such as the one of a person weather the address belongs to a person that will be my partner in business Or not
I’m not sure I understand your question exactly.
If you’re asking if you can use a friend’s address for your company, with that friend having no relationship to the company at all, then technically yes although it’s risky.
The reason it’s risky, is for all the reasons I listed in the article. Specifically, just because it’s a friend doesn’t mean they don’t have to follow USPS regulations. And, if you’re utilizing an address for your company that’s not following USPS regulations, you’re opening your company up to a piercing-the-corporate-veil argument by a plaintiff’s attorney should the company ever be sued.
Hi Larry, thank you for the clear and useful information. I’m a former resident of NM, working on my plan to move overseas. I want to start an LLC for an online business (my services are all online), and register/organize the LLC in a state like NM that doesn’t charge much for organization or renewal. I left NM a few months ago and only have a P.O. Box there now. I am in New York, at a friend’s place for the time being, until I actually move overseas (so not at an address I would use for the business, ideally). The bank where I plan to open my business bank account says they will validate my business’ authenticity by checking to see that the address I use for my EIN (SS-4) is the same as my business’ address. Ideally I want to use a Registered Agent as a Receiving Agent (with Form 1583), *or* a CMRA to receive my mail and establish my authenticity/business’s physical presence, but can I use those kinds of addresses when filing for an EIN?
Yes, a CMRA is permissible when filing for an EIN.
p.s. I meant to be clear that the bank wants to see that my business’ address in the articles of organization are the same as the address on my EIN/SS-4 paperwork from the IRS.
Hi sooo glad I came across this information. I watched a very popular Youtuber give invalid info concerning using a R A. Sooo I’m questioning this info as well. Can you actual add a suite number to your existing address and use it as a business address
Hello —
Thank you for reaching out. It’s not quite so simple, unfortunately. In order to add a suite number to an existing address, you need to register that suite with the US Postal Service Address Management System. Generally, there needs to be some sort of delineation between physical spaces in order to subdivide an address into suites. It’s typically easier (and often cheaper) to simply leverage a third-party Commercial Mail Receiving Agency (CMRA) service — like L4SB’s own Virtual Mailbox service.
Keep in mind that Registered Agents are different than the office or mailing addresses you’d use for an LLC or corporation. A Registered Agent is a person (or company) physically present in the same state as your own company that can accept Service of Process in the event your company is served with a lawsuit. We offer Registered Agent services in all 50 states.
I hope that helps!
All the best,
Ian M. Alden, Esq.
Hi Larry,
I want to know whether I can use a UPS mail box address for my principal office and mailing address of a Wyoming LLC? Please let me know soon. Thanks
Hi Jennifer —
Thank you for reaching out. You can certainly use a UPS Virtual Address — or a L4SB Virtual Mailbox — or any other CMRA (Commercial Mail Receiving Agency) address with the State of Wyoming. What you cannot use for a Principal Office address is a U.S. Postal Service PO Box.
Please let us know if you have other questions!
All the best,
Ian M. Alden, Esq.
Hello Larry, I enjoyed your article. I am still a little unclear about RA’s. I want to form an LLC using an RA and use a dba in my state for day to day operations and eventually trademark my dba. I was thinking of using a Registered Agent’s address to do my Federal filing for my EIN and obtain a virtual office for filing my dba with the SOS. I live in Massachusetts and want to keep my personal information such as my private address off public records because I am in a field that is subject to harassment. I don’t want to do anything that would make my business seem fraudulent or leave it open to veil piercing. I have purchased a virtual office and I am filling out the PS 1583 form. On the left section of the form I have entered the address of the VO and on the right side for the applicant home address I entered my actual address but, at the bottom for restricted mail, I want to use the name of an RA. I just want to be clear about this. Is this Ok? And, when I am ready to file my dba with the SOS is it okay to use the VO address and the RA address instead of my home address? I don’t want any piercing.
Hi, Yvonne.
I’m sorry for the delay in responding to you. I’m sure you’ve figured this out or took your own action.
I will say, your approach you’ve outlined is sort of exactly the opposite as to what I was trying to convey in the article. This isn’t a great way to do things, for well … all the reasons stated in the article.
The best way to maintain anonymity in MA is the following:
YOU – – > (own) an Anonymous LLC in WY or NM as a Holding Company – – > (which owns) a Regular LLC in MA as your Operating Company
Why? Read the knowledge-base article that talks about this. NM or WY? The general rule is, if you will be the only owner and want disregarded tax treatment, go with NM. Otherwise, go with WY.
To learn more, see pricing and/or order, you can use the following two links:
Thank you. Larry.
Can the owner of a place I rent allow someone I don’t even know to use my address (the address of the place i rent) to register a business to?
Hi, Jennifer.
Possibly. Really depends on a lot of factors, including your existing lease and whether doing this impacts your “quiet enjoyment of the property”.
If this is a problem, I would recommend you hire an attorney to review your lease and advise you as appropriate.
Good luck. Larry.
Hi Larry,
I have look into several option of the virtual office and most of them will provide me a lease and monthly utility bill. The provide the option to forward my mails. However, when i try to ask them about the USPS form 1583. Majority of them doesn’t seem to require this. Would this be a big concern?
Hi, HC.
Not really. If you have a valid lease, then you have lawful possession over the property in question, and USPS Form 1583 wouldn’t be required.
If, however, they are issuing you a “lease” that nothing more than a mailbox and not a real property interest, then a USPS Form 1583 would be appropriate.
With that said, the USPS rules are very vague on this, and this would be less an issue of compliance with the USPS than with a smart plaintiff’s attorney who is trying to pierce the corporate veil.
Larry.
Hi,
Could I be my own RA but still have the privacy of not having my home address listed publicly? Of course, in order to stay anonymous I would have a virtual mailbox in order to receive all other forms of mail, so only the state would have my home address in order to send me court summons and state forms/notices as my own RA. But would the state having my home address mean it’ll get out to the public? Or would that only happen if, instead of doing a virtual mailbox, I listed my home address as the business address?
Thank you
Hi, there.
My apologies for the late response on this.
You’ve lost me with your question. Specifically, how does the state have your home address? Are you saying, because you have a virtual mailbox, the state would have your home address somehow? That’s not how it works.
You need a real, physical address as the RA office so it can receive service of process. That may be the “state,” but it can be from a variety of other entities, too, including lawyers (who may be located outside the state), the feds, or others. They need to be able to look up the “Registered Office” of the RA, and be able to send service of process there. No one will be able to look up your real home address in this manner.
Larry.
Hi Larry,
If someone with business overseas wants to borrow my address to setup his company in Delaware, would that create a lot issues for me down the road?
Thank you very much!
Kind regards,
Matt
Hi, Matt.
The answer is “possibly,” especially if the overseas person is not operating according to law.
Larry.
Larry,
I have a question indirectly related to this topic, and I’m hoping you’ll be able to provide some insight. I am in Illinois and have my personal residence as the RA address associated with my LLC. We are doing an email marketing campaign, and to be in compliance with CAN-SPAM, as you may know, we need to provide a physical address associated with our company in the email. If I have rented a PO Box with my company as the designee, can I use that as the physical address in my marketing emails or is there a requirement that the address I provide in the email be the one on file for my LLC?
Best,
Adam
Hi, Adam.
There is no need, via CAM-SPAM, that I am aware of, that requires you to publish the address as documented in the filing of your company. You just need to use a valid address for your company, that is being monitored, so you can properly receive requests.
Larry.
I just registered two LLC’s in the state of Texas but may need to make some amendments to the form due to address issues I am discovering.
1.) Do I need a registered agent for each company? Can the same registered agent be listed for both companies?
2.) Can I as an owner/officer be my own registered agent and use a virtual mailing address for state documentation as well as business mailing address? Or is the virtual mailbox just for business mail and will serve as the business mailing address as I have no physical business location?
3.) Does this mean I would need to maintain both registered agent and virtual mailbox to serve different purposes? This does not seem cost effective.
4.) If I have my LLC in Texas but would like the prestige of a certain city in CA ( for product packaging and labeling), can I use a virtual mailbox in CA for product packaging address or am I required to put the address where the LLC was formed which is in Texas? For example – distributed by or manufactured for …city, state? This would be an online ecommerce business.
Hi, there.
Answers are:
1.) Yes.
2.) Anyone located in the state, including an owner or officer, be the Registered Agent for the company. But, you cannot use a virtual address — you need to use a “real address” under your control and ideally that has folks there during business hours to receive and accept service of process.
3.) Yes, typically, you need to have two different addresses if you don’t have your own property.
4.) I don’t think it matters, and you can certainly use a CA address for a TX entity.
Thank you. Larry.
Hello
What if you find out 6 years later that you’ve been a reg agent for a company you did not agree to. Do I have any legal standings? I had no idea my name was on this foreign LLC as a reg agent nor would I have agreed to it. They used my personal address please help. What should I do other than have it removed.
Thank you
You can certainly “resign” as the Registered Agent. Start there.
If you’ve had any sort of harm to you, you may be able to claim it from the company — but proving that may be difficult.
If you’re determined to extract blood over this, consult with a local attorney to see what sort of causes of action you may have for this.
Good luck to you. Larry.
I want to know how companies like LegalZoom and Incfile (examples) advertise to file an LLC online and then assign themselves as Registered Agent for that LLC and bill the entity an annual fee without the LLC members knowing that many times they do not need a Registered Agent because they already have an address in that state of organization. To me, this sounds like entrapment and misleading. Can you please comment on that issue?
Hi, Julie.
It’s hard to say the other companies are being “misleading” here. The problem is, forming a company is actually complicated and there are a lot of issues. Registered Agent is just one of those issues. You can certainly be your own Registered Agent, assuming you own or control an address in the state in question, and that it’s appropriate “staffed” so you can receive service of process if delivered to that address.
With that said, there are benefits to having a third-party be your Registered Agent, so such companies are delivering value. Some of those benefits include not having a sheriff showing up to your house, to receive a service of process for the company (assuming you were thinking of using your home for your Registered Agent address). Another benefit, is some level of anonymity (or at least not publishing your home address associated with your company), if again you were thinking of using your home address.
Larry.
I’m now reading this post after I just forming my LLC yesterday with a Registered Agent. They advised I put them as my mailing address eventhough I have a virtual address. Now, I’m confused. Do I need to do this over to put my virtual address as my business location?
Hi, Venice.
It’s really hard for me to answer this question. The reason is, there are a lot of unknowns. Does this company have the ability to properly process mail sent to itself and/or the virtual mailbox? I would say that’s the priority for you. Did you sign a Form 1583 with this company? If not, then you don’t have a valid virtual address (i.e. called a CMRA with the USPS).
Google, Bing, banks, the IRS, and even lawyers, are getting wiser to this and will cause you grief if you don’t do it correctly.
But, legally, here’s the thing: If my law firm was hired to sue you and your LLC, we would look at how it’s formed. If we can find a chink-in-the-armor, so to speak, we’re going to use that as an excuse to argue to the court we should be allowed to “pierce the corporate veil” to circumnavigate the liability protection of the LLC. We’ll send a subpoena to your Registered Agent, and they will reply immediately unless risk being drawn into the lawsuit.
Larry.
Hi Larry,
It’s really amazing to read through all of these comments and your responses as it is such an intricate issue. For myself, I am still unclear what the best path to take would be. I am about to file articles of incorporation to start a new corporation in California. It has been my intention to hire a registered agent and use that address as the business address. Personally, I use a private PO Box for my own mail as my physical residence is extremely rural and does not receive mail delivery. I was hoping to be able to use my mailbox for my own address and realize that I may have to give a physical address as well, however I don’t own or lease and so I don’t know if that qualifies as being under my control. The estate is in a trust and I have lived here for several years, but there is no real proof of residency as being off-grid I receive no utility bills or mail. This has been a problem with banks for my personal use in the past and I would like to avoid scrutiny when opening the new business.
So my first question is,
1) When hiring a registered agent, how should I go about ensuring that relationship is valid and legal in such a way that will not make me or the corporation vulnerable to having the corporate veiled pierced?
2) Assuming that I establish the correct dynamic with the registered agent, would it be wise and acceptable to use the RA’s physical address as the business address when filing Articles of Incorporation?
3) What is the best way for me to declare my own address when delivery to my physical residence is not an option?
4) What position in filing would be best to use my mailbox (owned by a private, yet physical, mail service) so that I may receive mail yet allow for the RA to handle any service of process obligations and ensure all correspondence is received when I am unavailable or out of the country, for instance?
Thank you again for your time and consideration, I hope to begin a very proper corporation with endless potential for success.
Just one last question,
5) If I were to initially file the addresses in such a way that any potential remained to have the corporate veiled pierced, would it be possible to correct any errors and have appropriate liability protections in place, say if/when a physical location for the business opens and then is filed with an address that is under control of myself or the corporation?
Hi Jessica —
Thanks for reaching out. It’s worth clarifying that the Registered Agent is simply a third party residing within the same state as the LLC or Corporation who is available to accept service of process in the event the company it’s sued. The Registered Agent’s address is typically not usable as the company’s own address (since the RA isn’t actually affiliated with the company). Using the RA’s address as your company’s address typically violates the agreement between your company and the RA you use, and it can potentially lead to Piercing the Corporate Veil.
This is all to say that you should consider separate services for your Registered Agent and for your company address. Our firm offers a Registered Agent Service. We also offer Virtual Mailbox services, but they’re incompatible with the State of California’s requirements that the address be a physical business address (not a Commercial Mail Receiving Agency). The workaround is to look for a “Virtual Office” service — that is to say, a service that leases you a subdivided portion of a real commercial office address. Those services tend to be accepted by California’s Secretary of State, though I’d caution you that California’s SoS has been known to change it stance on these address services without any real notice to the business community.
Thanks again for reaching out! If you have more in-depth questions or want to go over your situation in more detail, I’d recommend taking the time to talk with an attorney.
All the best,
Ian M. Alden, Esq.
Thank you for your response, Ian!
May I ask just one more simple question for clarification?
If the RA service also offers a “virtual office” package which uses the same address but with differing suite #’s for each RA, business address, as well as my own personal mailing address, would this seem likely to be acceptable? In line with the topic of this article and thread, I’m still a bit unclear about how the USPS form 1583 is used to protect from piercing the corporate veil and what I should require/request when establishing an order/relationship with the RA/Virtual Office service to ensure this particular protection.
Basically, as a recap, I would use the RA/Virtual office land address for the business address while dropping the suite numbers entirely from that line, then declare as the mailing address for both business and myself With the virtual office suite number, in addition to the RA being listed with their own suite number. So, the addresses will all be the same with varying suite numbers and the physical address would just be declared as the brick and mortar address without specifying delivery location. When filling out a form 1583, would I use the virtual office address or is this unnecessary when the virtual office provides a lease if needed?
Best regards,
Jessica
If your Registered Agent offers a virtual address service, there isn’t any inherent issue with using it. It’s just important to understand that these are separate services — having a Registered Agent doesn’t automatically entitle you to use their address as your Principal Place of Business or Mailing address, and likewise having a virtual address service with a provider doesn’t automatically make them your Registered Agent.
Hello, I´ve created an LLC through a registered agent. The registered agent´s adress is displayed below my name in my EIN notice, but they provided me a business adress in Wyoming. I have my first client and he is asking which adress should be written in the contract.
Could you help me to understand the adresses please?
Thank you
Hi Martha,
I could be wrong, but it sounds like you hired a third party to organize and LLC for you. Your registered agent’s address is the address that you will be served legal paperwork, and should not be implicated with day to day business operations. Service upon the registered agent of legal papers establishes personal service on the entity, so it is important this is a trustworthy third party. An LLC is not “created” though a registered agent, so my guess is that the third party also offers registered agent services, which is not uncommon. I am going to need some additional information before I can answer your specific question, and an initial consultation may be the best move forward. I will include a link below:
https://www.l4sb.com/services/attorney-consultation/
Hi Larry,
I tried to send Certified Mail, Return Receipt Requested to a corporation’s address they listed on CA Sec of State’s website. It got returned because no one could sign for it. Upon further inspection, I see they have since changed their “principal address” to a PO Box, which, coincidentally, is where they say you should send their “LEGAL” stuff. Obviously, there is no one at a PO Box to sign for mail, so it seems I have to send it to their Registered Agent since that is the only genuine address listed. First, is it legal for all their business addresses to be PO Boxes? And second, is it OK to send it to the Registered Agent with a RRR since that’s the only place to get someone to sign for something?
Are you trying to serve the corporation with legal paperwork?
Hello,
Very interesting! Thank you for the information.
So, can a registered agent simply serve as a the registered agent for an LLC without being a designated mail handler by the USPS and not leave the LLC open to piercing the corporate veil?
If this is not the case, most RA’s do not seem to be “legit” or could leave LLC’s open to piercing the corporate veil by a lawyer.
If this is the case, then could the business address be with a mail/virtual office service that provides a CMRA service?
(in the state of California for instance)
There was a lot of talk of a sheriff serving the RA in the event an LLC is sued but many RA services say they simply receive these service of processes by mail.
Thanks for your help!
Hello Vee,
Thanks for your comment. From a legal perspective, it may not be helpful to frame your registered agent as a mail handler. The purpose of a registered agent is to receive formal legal paperwork most often in the context of the business getting sued. You want the registered agent to be an entity, person, or group that will provide prompt notification of the service of legal documents upon your company. Service is perfected as to your business when delivered to the registered agent. There could be serious consequences to delays in the processing of such paperwork. Where you receive day to day mail can be any address, a commercial “mail handler” scan/upload virtual mailbox situation, or PO box. In terms of a registered business address for your entity, that typically must be a physical address. It sounds like you may need to speak to a lawyer regarding your specific needs, and L4SB does offer virtual mailbox services as well as registered agent services. If you are interested in speaking further, please follow the link below:
https://www.l4sb.com/services/attorney-consultation/
Hi Larry,
I recently set up an LLC in New York and used my registered agents address as both the Registered Agent & Mailing Address. Your post contradicts everything else I read online about New York but I can’t find anything here in the comments about New York State – does this issues apply to me or is New York somehow different? Thanks
Hi Mike,
Thanks for your comment. This firm currently does not operate in New York, so I would advise you to seek a consultation with a lawyer licensed in New York for your specific needs.
Hi Larry,
I formed an LLC company for my psychotherapy practice in Maryland last year. I am now moving to South Carolina and plan to use my Maryland business name and see patients in SC after applying to SC to be a foreign LLC. I have also signed up with a Registered Agent in Maryland to receive any potential legal summons sent by the state of Maryland. My understanding is that I will need to amend my Maryland articles of organization to include the newly acquired Registered Agent, their physical address, and my new business address in South Carolina. Is that correct?
Hi, Lisa.
I apologize for the delay in responding to you. I just don’t monitor the comments as often as I should. I will try harder.
The quick answer is “no, that’s not correct.”
Your MD LLC will not change. You are simply registering your MD LLC in SC as a foreign LLC. The Foreign LLC will have its own RA, located in SC. That’s it. No need to alter your articles in MD.
Larry.
In October 2021, a registered agent in NJ changed her street address to a new street address along with a P.O. Box. Except the street address is the address of the Post Office. NJ Stat. 15A:4-1 states – Every corporation organized under this title (Registered office and registered agent) and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office in this State, and a registered agent having an address identical with the registered office.
Naturally, by using the physical address of the Post Office, the registered agent can’t receive official documents as well as service of process during regular business hours. By using the Post Office’s address as her registered office address, isn’t she violating N.J.’s statute? Also, has she committed fraud? Are there any repercussions for using a fraudulent address (the Post Office’s address) as her registered office? Can one of the repercussions be loss of corporate status? And, if so, is that loss retroactive to the time she first used the fraudulent address? Her using the Post Office’s street address as her registered office address is not a mistake. It was done on purpose. Thank you for answering my questions!
Hi, Christine.
Thank you for your question, although I’m probably going to disappoint you because I am NOT a NJ-licensed attorney, and therefore not able to answer fully.
What I can say is, this is more common than not — with a lot of the low-cost Internet providers. It’s really difficult for us attorneys to compete, because everyone is “racing to zero” on their pricing, and it’s easy to do when you have absolutely no overhead. With us attorneys, I have a real building, with real attorneys, paying expensive malpractice insurance, and paying folks for phone and space coverage a significant portion of the day, weekends and holidays — all to make sure we don’t miss any important legal notices to our clients.
You didn’t say whether this individual is doing it for their own company (i.e. not using the right RA address for his or her company), versus this individual acting as a RA for other companies. If the former, it is typically considered “fraudulent” in as proving such behavior makes it easier for a plaintiff’s attorney to “pierce the corporate veil” and hold this individual personally liable for the debts and liabilities of the company.
I hope this helps. Please consult with a NJ-licensed attorney, if you want to see if you have any potential causes of action against this individual.
Good luck to you. Larry.
Hi Larry,
I already filed my LLC with Washington state secretary and they’ve had everything for a few days now. It has not been accepted yet but should be soon. I did this by using a third party to form my LLC. I appointed them as my registered agent, listing them as my physical address with the state and using their office address (that’s in Washington) as my mailing address with the state. After reading this article I am very concerned that I have made a mistake in my filing and should’ve set up a virtual mailbox beforehand. The third party is providing me service of a free mail forwarding for a limited time but I have not paid for any virtual mailbox or office yet with them. Is this mailing address something that can be easily amended without any possible chance of an attorney using this against me in court one day? Not sure where to go from here to fix this. I’m most concerned about maintaining the corporate veil.
Hi, Gina.
You can easily amend your Articles when you get a better physical mailing address for your company. What’s important, in my opinion, is to have a valid (and honest) values for your company if (hopefully never) it is sued.
Larry.
Hi Gina,
Thank you for your comment. Your concerns are well founded, as any competent attorney would look for any and all factors that could lead to piercing the veil should you find yourself embroiled in a litigation situation. As to whether or not it would occur, that would be a question for a judge or jury. The good news is we can help you with getting these things amended, and we can even provide you with the services you have touched on in your post, should you require them. I will include the links below for your convenience:
Articles of Amendment (including address): https://www.l4sb.com/services/articles-of-amendment/
Registered agent service: https://www.l4sb.com/services/attorney-registered-agent/
Virtual mailbox service: https://www.l4sb.com/services/virtual-mailbox/
I want to add, I did not file a USPS 1583 and when I had inquired to the third party if this was necessary, they said it’s not.
Well, this clearly means the third-party is not doing things correctly.
A Form 1583 is not required, for a Registered Agent setup. A Form 1583 is certainly required, for receiving commercial mail. If you tell the State of Washington that your physical mailing address (not the Registered Agent address) is the third-party, then the Form 1583 makes it legal and non-fradulent.
Larry.
Hello and thank you for the helpful information in this article!
I am working towards forming an LLC in Texas. I have hired a third party registered agent service and per your article I understand that I should NOT use the 3rd party registered agent’s address as the street or mailing address on any other line other than that of the registered agent in the formation documents (I shall not do this).
However, I too would like to keep my home address off public record as I do not have a physical office/workspace other than my home. (I am a musician and most of my work will entail recording for release, music licensing agreements, and performances at venues, etc…)
The formation documents from the Texas Secretary of State ask for a street or mailing address for both the Initial Governing person and Organizer as well as an Initial Mailing Address that notes that this CAN be a post office box or street address. Could a USPS Mailbox fulfill these requirements and be listed for each of these as the mailing address for the initial mailing address, governing person and organizer? Or is there an additional requirement you see not being fulfilled by that and a different type of address you see as being required?
The IRS EIN requires a street address NOT a P.O. Box. Would it have any issue with the corporate veil being pierced if I used my home address in order to get the EIN for the LLC?
Lastly, various reports both public and confidential (Texas Franchise Tax PIR, BOI, Personal Property rendition) request mailing addresses, Principal Office, Principal Place of Business…In an effort to keep my home address off public record is there an alternative to listing my personal residence as the principal office/place of business since I work from home? Would a USPS Mailbox work for these addresses or is there something else other than a virtual office that could be used to satisfy that?
Thank you so much in advance for your help!
Hi, SJ.
I apologize for the delay in responding to your excellent question. I unfortunately get too busy, and months will whiz on by and I forget to check our moderated questions.
With that said, the answers to your questions are as follows:
As long as TX permits a PO Box for those items (i.e. address for initial mailing address, governing person and organizer), then I see no problem using a PO Box as long as the PO Box is the company’s. You do get a chicken-and-egg problem here, i.e. how can a company own a PO Box, when it’s not yet formed. The answer is, it’s your mailbox and you transfer it to the company once it’s completed.
In regards to the FEIN, the IRS is trying to determine where you’re actually physically located, and therefore I see no piercing the corporate veil issues with using your home address for the FEIN application.
In regards to the other reports, the best option is a virtual office. Typically, PO Boxes and CMRA’s (i.e. virtual mailboxes) won’t be enough for forms / reports that are asking for a physical address. Typically, a lease will work, and virtual offices can provide a lease.
Good luck, and apologies again for the delay. Larry.
Hi Larry,
I wished I had come across this article earlier.
I just filled out my LLC in NY using my RA’s address, and now I can’t file my BOI report (Beneficial Ownership Information).
BOI specifically indicates that the LLC’s address CANNOT be RA’s address/PO Box/Virtual Office. Now, I’m devastated by the situation and don’t know what to do.
Will you be able to give me advice on how to resolve this issue?
Hi, Biyidan.
Just to be clear, the address(es) you use to create your LLC can be different from the addresses you disclose for Beneficial Ownership Information Reporting (or BOIR) purposes.
The BOIR requires disclosure of the physical location of the company, as well as its beneficial owners. This doesn’t have to be what’s listed on the Articles, although it must meet all the requirements as identified by FinCEN. This includes that it cannot be a PO Box, CMRA, etc, but there’s no requirement that it need match what you have on your Articles.
You didn’t ask, but make sure you’re aware of the legal reporting requirements for your company. We built a free, anonymous, expert system that answers the toughest questions: (1) Does your company need to report, and (2) Who are its beneficial owners. You can access the system from here: https://docs.l4sb.com/start/CTABOIReporting.
Thank you. Larry.
Hi Larry,
I am currently living abroad and don’t have an address in the US. I am registering my business through an RA in Wyoming. Should I set the physical address as the RA and the mailing address as my home in the other country? Also does the mailing address show up in public records? If not then perhaps I would choose that route.
Thank you,
Josh
Hi, Josh.
No, the point of this article is that you should NOT use the RA as the company’s physical address. You can use your foreign address (in most states) as the physical address of the company.
Yes, the mailing address does show up in public records, which sounds like what you don’t want.
The best way to handle this conundrum is to obtain a virtual mailbox, and use that as the company’s physical address. It does cost a bit more, and I’m sorry about that. We sell virtual mailbox services that can be used in most states (including WY) for $20/month. You can learn more, see pricing and/or order from the following link: https://www.l4sb.com/product/virtual-mailbox/.
You can also use a foreign mailbox (in most states, like WY).
Larry.
Hi Larry, thank you so much for all of this information. I have a clarifying question. I am going to be using a virtual address for the company’s address for registration. In terms of registered agent, would having me be my own registered agent (and thus my personal address for RA), be piercing the corporate veil?
Hi, Tia.
No. You can certainly be your own Registered Agent. Just be in control of the address, and make sure it’s monitored regularly, so you actually receive service of process if delivered to the Registered Agent.
Larry.