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Registered Agent vs Business Address

Registered Agent vs Business Address

Here at L4SB, we form a lot of LLC’s and Companies. Needless to say, our clients have a lot of questions about forming their new company. This blog is written to answer one of our most common questions; what is the difference between the address for a Registered Agent versus the company’s mailing address?

Addresses and Anonymity

Knowing the difference between a registered agent and mailing address is very important for anonymous LLC’s. Remember, a company owner can keep the knowledge of their ownership confidential for many legitimate reasons (read our article on Panama Papers: A Lawyer’s Perspective for more information on legitimate reasons for anonymous LLC’s and companies). Many owners looking to preserve their privacy opt for registered agent services.

Registered Agent

A “registered agent” is an “agent of the company” defined under statute (i.e. a “statutory agent”). In other words, a registered agents is designated to receive service of process when a company becomes a party in a legal action such as a lawsuit, legal summons or subpoena. A registered agent can either be a business or individual. Because of this, all states require that a company’s registered agent maintain a physical mailing address in the state where the company (or LLC) is registered. A PO Box does not count as a physical mailing address.

This helps ensure that anyone participating in the legal process as against a particular company has a well-defined agent to send important legal material to. The Registered Agent’s job is to simply accept such legal materials and forward it on to the relevant party. Nothing more.

At the state and federal level, the rules of civil procedure permit service of process on companies through their registered agents, and contain rules on how to serve such registered agents. Yes, any service of process your business might receive through a registered agent is important. Using a registered agent does not invalidate the process. Ignore a legal document submitted to your registered agent at your peril — you can risk a default judgement or worse.

Mailing Address

A Registered Agent is not the same as a physical or mailing address of the company. Most states require a business to have a physical address, regardless of where the company is actually conducting business. Companies operating exclusively on the Internet still must have a physical presence somewhere, dictated by where most of its operations are conducted, where it accept regular mail or where one or more of its owners sit. This is not the address of the Registered Agent.

Virtual Office

If you don’t want your personal address associated with your company, you can use a “virtual office”. A virtual office is a place where you can rent space or services on behalf of your company. In turn, you use the virtual office as an address for your business.

How does a virtual office service fit into the mix? For starters, a virtual office is not the same as a registered agent. A registered agent (or registered office) only receives your legal documents on behalf of your company. A registered agent does not receive your general mail, and doesn’t have the processes to deal with regular mail. A virtual office can function as an address for your regular office. It must be permitted by the United Stated Postal Service. A virtual office has the processes and permission of the USPS to handle your mail and deliver it to you dependably.

Preserving Liability Protection: Why This Matters

If your LLC is sued, you want the LLC to protect you from personal liability. This is one of the primary purposes of the LLC, but it is possible to “pierce the corporate veil” of a LLC under certain circumstances. Two of those circumstances would be if the LLC is “engaged in fraudulent behavior” or otherwise “fails to follow corporate formalities” (as defined by the Operating Agreement or in Statute).

If you claim the LLC’s “physical mailing address” is the Registered Agent’s address, but you don’t actually control the Physical Agent’s address, then you leave yourself open to a claim by the shrewd plaintiff’s attorney that your LLC is either engaged in “fraudulent behavior” (i.e. by filing fraudulent paperwork to the Secretary of State) or is not “following corporate formalities” by not abiding by the statute that requires disclosure of where the company operates. If such an argument is successful in litigation, then that means the owners are potentially personally liable for the debts and obligations of the LLC.

This is why L4SB does not permit LLC’s to use us as both their Registered Agent and physical mailing address. You want the LLC to be in control of its physical mailing address (i.e. with a legal mailing address maintained by the USPS), so that the shrewd plaintiff’s attorney cannot use such an excuse to pierce the corporate veil, and potentially hold the owners of our client’s LLC’s personally liable.

Law 4 Small Business, P.C. (L4SB). A Slingshot company. A little law now can save a lot later.

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113 comments

  • Audrey Hamilton /

    Hello Larry,

    Quick question, Do you have to get your virtual address and phone number before you get your registered agent and file for your LLC business with the state (TX)?

    • The quick answer is that yes, you need to get at least your address (don’t need phone number) before you can register a new LLC.

      The reason is that we need to disclose a “physical mailing address” when we register a new LLC, therefore we need your address to do that.

      Larry.

      • Hi Larry,
        I am trying to sue my former employer. I should send the legal documents to registered agent, not my former employer physical address. Am I right?
        For example, the registered agent is Corporation Service Company, which is a special service company in USA. My former employer’s name is XXX Engineering Inc. So, I should send my legal documents to following address:
        Corporation Service Company
        10300 Wintergreen Pl
        Oklahoma City, OK 7xxxx

        Am I right? If my former employer replied me, should I send my answer to my former employer’s attorney address, or still to registered agent?
        Thank you.

        • I’m sorry, George.

          I really cannot answer this, because local civil procedure rules can vary from one jurisdiction to another.

          It sounds like your former employer has an attorney, which means you’re going up against an expert. Attorneys are trained in dealing with lawsuits, and know all the rules — and if they don’t, they know where to look.

          You really need to hire an attorney to help you, otherwise you’re going to find your lawsuit dismissed if you’re not careful.

          Good luck, and I’m sorry I cannot be more help. Larry.

  • Thank you so much, Larry for providing the links. It was very helpful. So basically, you don`t see any problems with using a Virtual mailbox or a virtual Office for a physical business address specifically for Florida? Does the State Law permit to do so? After reading your article again, it seems like as long as I control the physical business address and this address is accepted by USPS , it should be ok.
    Thanks again, Larry
    All the best!

    • Hi, Lana.

      Unfortunately, I am not licensed in Florida, so I really cannot tell you as a matter of law, what is or isn’t permissible in Florida.

      All I can tell you, is what we do and recommend, based on our research. I can comment as a matter of law in the states I’m licensed, which are IL and NM, but I’m not licensed in Florida. Also, just to be clear, states change their rules around this all the time — so even if I could tell you as a matter of law this is okay, the state could make a liar out of me next month.

      Larry.

  • Hi Larry, Thanks for your hard work!
    Florida here. I am at the very beginning of forming a single member LLC. Due to personal reasons, I can’t put my home address as a Registered Agent Address or a Principal Office Address. After doing some research on the subject, I feel like I’m stuck . It’s looks like I have to find two different physical addresses for each purpose. The only option that I see so far, is that, if I rent an office space with a real physical address for a business address and ask the company to be my registered agent as well.
    Another thing to mention, , the virtual offices clam to give you a real physical address and accept your mail, when in reality they act only like a registered agent, so I can`t use their services for get a legal business address. . In your opinion, what should I do? Any suggestions , please? Thank you

  • Hi Larry,

    Illinois here…I’m starting a small business with multiple avenues. Mainly HR consulting, but I also do Aerial Photography and eventually we want to do rental income. So through the process of registering with the state, I’m comfortable with UPS store being my registered agent. I’d like to preserve privacy and keep my home address as out of the publics eye as possible. So the mailing address could technically be that same box, however in your article you mention this might be perceived as unscrupulous to do it that way. In light of the fact that I’d like to keep the home address private and keep costs to a minimum…do you have any suggestions?

    I saw one of your replies that suggested an LLC that owns an LLC who is the company but this sounds a little complex, but I’m interested in your reply.

    Thanks!

    • Hi, Dwayne.

      Thank you for your inquiry. I have a few thoughts related to your question.

      First, you should NOT use a UPS store as your Registered Agent Address, unless the UPS store is willing to be the actual named Registered Agent. The reason is that you need to specify a Registered Agent (an individual or business, but a business cannot be its own registered agent) and a Registered Address for your LLC. So, what name are you going to put as the Registered Agent? If yourself, then you’re defeating your purposes. But more importantly, the Registered Agent is supposed to be for legal notices. Some legal notices may require a very quick response (for example, lawsuits will typically require either 20-days or 30-days to respond, but health violations and other notices could require compliance within 24-hours).

      So, unless you have the Registered Agent setup properly using the UPS store, and you’re not filing any wrong or misleading information, it’s still risky unless you have someone there to call you when you receive an important legal notice.

      Second, the physical mailing address of your company can certainly be a UPS box. I have no problems with this. Just because your “physical mailing address” happens to be the same as your Registered Office isn’t really the issue. The issue is the other way around: using your Registered Office as a “physical mailing address” when it’s not properly setup to do so.

      Third, the best way to do this is as follows:

      YOU –> (own) an Anonymous LLC as a Holding Company –> (which owns) a Regular LLC acting as your Operating Company

      It is a bit more complicated, but it’s legal and secure. Larry.

  • Larry,

    I want to create an LLC for a rental property. I want to form the LLC in my home state ( New Jersey). I don’t have a physical office. What is the best way of keeping my personal home address from being searchable or public as I don’t want my tenants knowing where I live?

    Thanks, Andre

    • Hi, Andre.

      The best way to accomplish this is to form an Anonymous LLC structure. Because you’re renting property in NJ, that would generally be considered “doing business” in the State of NJ — which NJ would require state registration. Therefore, I would recommend:

      YOU –> (own) an Anonymous LLC as a Holding Company –> (which owns) a regular LLC in NJ as your rental property company

      This doesn’t work for CA folks, but generally all other states. (For CA, the Holding Company should be a Management Company instead, which does NOT own the regular, state-level LLC, but is the Manager instead).

      You can learn more, see pricing and even order with the following two links:

      – Anonymous LLC as a Holding Company: https://www.l4sb.com/services/business-formation/anonymous-llc/

      – Regular LLC as your Operating Company: https://www.l4sb.com/services/business-formation/form-limited-liability-company/

      This does require forming two companies.

      Good luck to you! Larry.

    • Sonja Washington /

      Hi Larry
      I live here in North Carolina. I just registered my candle business with the state. I want to know if I could use a virtual mailbox for my candle business for a source of contact for my customers and business mail? As a candle maker I must provide a company address on my website or on my products.

      Thanks
      Sonja

      • Hi, Sonja.

        You can certainly use our Virtual Mailbox Service for an actual contact address for customers and business mail (learn more: https://www.l4sb.com/product/virtual-mailbox/). With that said, our virtual mailbox service has some important limitations that may not be well-suited to your business. Specifically, we remail your mail once a month (which may be too slow for your business), although we will mail you important mail (i.e. checks, credit cards, etc) that you ask us to overnight (for an additional charge). Also, we can only provide an address in New Mexico, which may not make sense for a NC-based business.

        As much as I would love your business, I would recommend you check in with a local UPS store to see if they can meet your needs at the right cost.

        Good luck to you. Larry.

        PS> Apologies to my marketing team: They tell me I spend too much time convincing clients to NOT do business with us! 🙂

  • Hello Larry,
    I am in the process of creating an LLC in NY.
    Which address of the business should I input in the forms , if actually I still not rent a space?

    • Hi, Enriq.

      The proper address to use is your actual “physical mailing address,” whatever that is. If you’re not renting actual space, you can use your home address. If you don’t want to use your home address, you can obtain a “virtual address,” although some states don’t permit this (AZ and OR).

      Larry.

  • Hello Larry, thank you for helping. My business is Real estate investing. I live in CA. I have a holding company in WY. I own properties in MO and NE with LLC’s each owning properties in their respective states. I am in the process of transferring all LLC’s into my holding company, that is held in my Living Trust. I have registered agents in MO and WY and UT(Nebraska property owned by UT LLC since NE does not care what state the LLC is in) I used to have my mailing address at a P.O. box in CA but they are giving me a hard time. I just closed the P.O. box and need a new mailing address.
    My plan is to get a Virtual Mailbox. Which state should I have it in? You mentioned that CA requires a CA address? Is this true even if my LLC’s are in a different state? Please advise.

    Helen

    • Hi, Helen.

      Thank you for your question. I’m not sure I’m exactly following your question. Are you trying to register your WY LLC in CA (as a Foreign LLC), and they are giving you trouble at the address?

      If that’s your question, then the answer is you must have a CA address that’s not a PO Box. A CMRA is okay (i.e. UPS or a virtual office or mailbox located in CA). CA requires a CA address for filings in CA.

      Larry.

  • Hi Larry,

    Truly appreciate the article! You mentioned AZ a number of times throughout the comments section. I have been trying to figure out if I am allowed to have a virtual office for my online business in AZ?

    My wife and I live 11 months out of the year outside the United States and use my parents address as our home address in AZ. I’m still not quite clear from the article or replies in the comments about AZ being an “exception” along with a few of the other states if it’s ok having a virtual office in AZ. I don’t want my parents address to end up public some how or related to our LLC if at all possible.

    It is my understanding from what I gather here that I can have the virtual office but AZ simply doesn’t allow you to have a virtual office listed outside the State. Do I have that correct?

    Do I still have to file for a home occupation application & permit if I did have a virtual office and allowed one in AZ?

    Thanks so much!

    • Hi, Derrick.

      Apologies for the delay in responding to you. Sometimes, I don’t see the message there is a new question.

      First, I really cannot tell you whether you need to file for a home occupation application and permit. I am not a licensed AZ attorney, and therefore cannot weigh-in on that question. You need to talk with a AZ-attorney for that.

      Second, what the State of AZ is saying (and it’s really stupid), is that your company cannot use a virtual office (i.e. CMRA address) to indicate the “physical mailing address” of a company registered in the State. Even more stupidly, the AZ Secretary of State says “you can list the registered agent address as the company’s address,” giving you the false impression that it’s okay to list a third-party registered agent service as the “physical mailing address” of the company. The reason this is not acceptable, is for all the reasons I raise in the article.

      Specifically, it violates US Postal Service regulations. Apparently, the AZ Secretary of State is unaware of USPS regulations. Because it violates USPS regulations, you are technically submitting a fraudulent filing to the AZ Secretary of State’s office, even though they say it’s okay. This means if you do this, a plaintiff’s attorney could potentially seek to “pierce the corporate veil” and render the owners personally liable for whatever liability the LLC is facing.

      Why does the AZ Secretary of State do this? I think they just aren’t being careful. It ***IS OKAY*** to list the registered agent address as the “physical mailing address” of a company, ***IF AND ONLY IF*** you’re in control of the registered agent address. For example, you own or lease your space, and you’re acting as your own registered agent. Then, this would be permissible. I believe this is what the AZ Secretary of State is referencing, but they do it so sloppily that they give everyone the impression that it’s okay to have a third-party registered agent service acting as your “physical mailing address.”

      Larry.

  • Your article comes closest to the answer I am seeking, but figured I would post a question because I know other companies are dealing with this. When we started our LLC, all of our partners worked from home and used those addresses as registered agents in the states where they lived because we had no physical office. This has turned into a mess as we grew, so we are looking to have a single office for correspondence, nexus, tax purposes. Our previous counsel advised us that virtual office spaces (even with mail service) did not establish a single corporate address. If we have mail service and shared space, does that allow for that address to be the formal business address?

    The goal is to get out of filing office-related correspondence/taxes/other filings in jurisdictions in which all we have are people working from home.

    • Hi, there.

      I think there are two issues here.

      First, I think you want one address as your “corporate address.” You can certainly do that, and any virtual office can certainly qualify. You said previous counsel advised you that “virtual office spaces (even with mail service) did not establish a single corporate address.” I suspect there was a miscommunications with your formal counsel, because I would disagree with that statement — I think it’s more likely he or she was referring to “registered office” which is different (see below).

      Second, a company needs a “registered agent” and “registered office” in every state it is “transacting business.” Each state has its own requirements, but in general you need a physical mailing address in each state a company is registered in. I would not use employees, but instead a reliable registered agent service. It’s not that expensive, and you don’t need to change things if you have an employee that leaves.

      Third, just to make things nice and complicated, note that some states (i.e. AZ, CA and OR) require that a company’s “physical mailing address” actually be located in the state (regardless of what the registered agent address is). This does vary state-by-state.

      Not sure if I’ve answered your question, but I hope it’s helped.

      Larry.

  • Hi Larry,

    Thank you so much for all the informative articles!

    In this respect I wanted to ask about a possible risk. I have a Florida based LLC (dealing with Real Estate) with a registered agent which WILL NOT fwd any other mail than legal documents.

    For that reason, I have open a virtual mail with another supplier, where I can get my mail fwd to me (such as reports from my management companies, banks etc.)

    Am I at risk of piercing the veil in case of a lawsuit against my company?

    Thank you in advance,

    Hagay

    • Hi, Yunger.

      Piercing the corporate veil usually requires some level of “wrongdoing” on the part of the owner, serving to create some sort of inequity by the LLC. So, for example, commingling funds would be an example of a wrongdoing that would permit someone to pierce the corporate veil. Other possibilities include not following corporate formalities or fraudulently filing your company (with fraudulent information).

      Registered agents are to accept service of process and legal notices, not to receive mail. In fact, if you’re reading this and your Registered Agent is receiving actual postal mail on behalf of you or your company, and your Registered Agent DID NOT make you fill out USPS Form 1583, then you run the risk of a piercing the corporate veil argument and losing your liability protection.

      In other words, if you have a virtual mail supplier (who is a proper CMRA, and you filled out USPS Form 1583), then this is actually what you should do and it — in of itself — is not a reason to pierce the corporate veil.

      Larry.

  • Larry Donahue, first off I want to say thank you for all the work you do you are awesome!
    Secondly my question is,
    I live in California. I want to start an internet only business, no employees just me. I was thinking about getting a New Mexico llc for privacy reasons and having you guys be my registered agent. My Question is when it comes to the section where it says Physical Address is it ok to put down my real address in California?
    Also do I have to fill out an operating a foreign llc in california?
    Thanks would really appreciate a response, and great site.

    • Hi, Michael.

      California residents need to be careful when doing Anonymous LLC’s. Specifically, check out https://www.ftb.ca.gov/businesses/Doing-Business-in-California.shtml. There are financial limits and considerations on what constitutes “doing business in CA.” I encourage everyone to work closely with a CA business lawyer or CPA, to make sure you’re doing things correctly.

      In general, here’s what CA folks end up doing from us: They will form an Anonymous LLC as a holding company, which wholly owns a Regular CA LLC as your operating company. The CA LLC is paying franchise tax, etc, and the holding company is just holding property without implicating the “doing business in CA laws.” I am not a CA attorney, so am unqualified to discuss the nuances of the CA law. You should talk with someone local to verify all of this.

      Good luck to you. Larry.

  • Hi, it’s me again. I just want to clarify the main concern I have is the mailing address vs the ‘physical’ location of the business. Is it OK to use my virtual ‘mailing’ address any place where it asks for physical location (business license docs, Bank accounts, SOS, state/government agencies) or is it fraudulent since I’m not actually physically at the virtual address making products? Loved the article, btw.

    Thank you.

    • Hi, Heather.

      Just to be clear, if you have a “virtual mailing address” where you specifically filled out USPS Form 1583, then know that you actually have legally leased that mailing address for the receipt of mail. In essence, a small part of your business is actually operating out of that mailbox. It’s perfectly legal and acceptable to refer to that address to anyone and everyone that will permit it. So, that includes licensing docs, bank accounts, etc, etc.

      With that said, some folks (i.e. banks) may have a policy to know exactly where the physical presence of the business is located. The virtual mailing address may not work in such instances. Also, some governmental organizations (i.e. The State of Oregon) may prohibit a virtual mailing address in certain rare circumstances. That is not the case with the IRS, but I cannot comment on your local or state governmental agencies (because I am not a licensed attorney in PA).

      I hope this answers your question.

      Good luck to you. Larry.

  • I am just wondering. I have a home business, so I got a virtual mailing address to protect my home address. But the question is do I use the virtual address or my home address on business documents that ask where the business is located? For instance, for the business license applications and/or a DBA affidavit?

    Is a virtual address ONLY for mailing or can we use it as the location of the business to protect our home from the public? I should also mention that I live in an apt and they will not let me use any part of their address as a business address.

    I cannot find the answer anywhere. Please help.

  • Thank you so much for your article. My husband and I both filed LLCs with Pennsylvania and then found out that our town only allows one home based business per address for a zoning permit. We’d like to change the address for my husband’s LLC (we are using a service already as registered agent). Can we use a usps box (street address option) as his business address for everything- business address with the state, with google, with bank accounts…? We also wish to be sure that our home is not at all affiliated with his business in case he ever gets sued as well.

    • Hi, Kelly.

      Thank you for your question.

      In almost all states, it’s my understanding that a CMRA (which standards for a “Commercial Mail Receiving Agency”) such as a UPS Store, is an acceptable address for a business address. The only exception that I’m aware of is Oregon. The fools in the Oregon legislature specifically excluded CMRA’s for some reason, without realizing the harm they are causing to abuse victims, owners of businesses that appeal to either the far-right or far-left, etc.

      I am not licensed to practice law in Pennsylvania, so I cannot comment on the law in PA. You should verify this is acceptable by a local business lawyer.

      Good luck to you. Larry.

  • Hi Larry,
    This is a great article – thanks for all the information! I am a US citizen starting a business, but I work from home abroad and I do not have a US address. I am thinking of registering in AZ or NM because there are no annual fees. I am paying for a registered agent, but do you know if I can use a foreign address as my business address? I am trying to avoid paying for a Virtual Office. Thanks!

    • Hi, Cole.

      For NM, the physical mailing address can be anywhere. It just cannot be a PO Box.

      For AZ, the physical mailing address MUST BE in AZ. So, I don’t see AZ as being an option for you.

      Larry.

  • I have a registered agent for my LLC in Nevada, I am in california and operate an online store. Can I use my registered agents address to set up a bank account in NV? I wasnt sure if this is a service that registered agents can provide

    Thanks.

    • Hi, Christine.

      It was the very purpose of this blog article to indicate that it would be a very bad idea to use the registered agent address as the company’s address.

      Larry.

  • Hi Larry,

    Thank you for sharing your insight on the registered agent address versus business address. I am planning to form a LLC. My business is an online business so I work from home. I am located in Kings County in New York. The newspaper publication fee for this county is more than a thousand. So I am thinking to use a registered agent such as Northwest registered agent and their office is in Albany, NY which costs only a fraction of the newspaper publication fee of Kings County in New York. My question is can I use a registered agent to meet the publication requirement in their Albany, NY address thus avoiding the higher newspaper fees of Kings County in New York; After the newspaper publication is met, I then change my registered agent address to my home address in Kings County in New York.
    1) Is this legal? If no, is there any pitfalls I should be aware of by doing this?
    2) Do I need to republish the newspapers in King County in New York after changing my address to my home address in Kings County in New York from my registered agent address?
    3) Since I live in home, are there ways to prevent my home address from showing to the public?
    4) During the period that my registered agent helps files my newspaper publication requirement with their office address in Albany, NY, can I get my EIN number with my Home address in King County such that I can apply for my bank account before the I am done with the newspaper filing requirement?

    Thank you in advance!

    • Hi, David.

      Thank you for your questions, although I apologize because you really need to talk to a NY attorney to give you your answers.

      I will say, that what you are devising is almost exactly the polar opposite of what I was trying to warn people about in this blog article. So, there are plenty of pitfalls, and I would reference this very blog article.

      In reference to the specific questions about your county and the great state of NY, I really need to refer you to a NY business lawyer to weigh in on this. I’m sorry.

      Good luck to you. Larry.

  • Hi Larry
    So sorry I did not understand the article entirely. I wanted to know if I can use a virtual office as my rigestered office and business address? Yes or No in the side of being liable if sued ?????

    Thanks
    Michael,

    • Hi, Michael.

      Let’s make sure we’re being very clear here. There are TWO addresses that are relevant to your company: (1) The physical mailing address and (2) the registered office.

      Let’s talk about #2 first: The registered office is actually the address for the registered agent. The registered office must be located in the state where the company is registered. It cannot be a PO Box. It must be a physical address. Can it be a virtual address? Perhaps, provided the virtual address is a proper CMRA with the USPS, such that you’ve filled out Form 1583.

      Can you be your own Registered Agent? If you’re located in the state and have a proper address as I’ve mentioned above.

      Let’s talk about #1 now: The physical mailing address cannot be a PO Box, but for most states it can be located anywhere (exceptions that I’m aware of, off the top of my head, are AZ, CA and OR). It can also be a virtual address, again, provided the virtual address is a proper CMRA with the USPS, such that you’ve filled out Form 1583.

      So, why do I say you need to be careful with the Registered Agent address versus the Physical Mailing Address? Because some of our competition will permit their customers to use their address (i.e. the registered address) as the physical mailing address, without being a proper CMRA with the USPS. This is the problem, and this is what can create liability.

      Make sense? Larry.

  • This is a very helpful blog. I am in the shared workspace business in the DC Metro area and aside from being a “full-time” office space provider, we also provide virtual services including mailing addresses. We accept incoming mail, sign for couriers (overnight and same day) – but we will not accept a client that requires a Registered Agent for being “served”. We prefer to protect our employees from getting involved with SOP.
    I will use this blog to share with our employees for training!

    Thanks,
    KM

  • Great Article Larry. I have a question; if I form my home-based LLC with a UPS mailbox,(does this mean I don’t run my business at my home?) how do I write off the percentage of my apartment’s rent that the LLC is supposed to pay since the LLC doesn’t use my house address?

    • Hi, there.

      Two separate issues. Think of a larger company with many addresses. That’s possible, right?

      You’re a smaller company, but in your case, you have two relevant addresses for your business. The first is what you use for mail, with your UPS mailbox. The second is where you happen to spend a lot of time. The fact that you have a UPS mailbox for your company, for mail, doesn’t impact the home office deduction.

      Larry.

  • Great article Larry, thank you for sharing. Question… is service of process perfected when the plaintiff is the county of Monroe, FL, and they sent the notices via certified mail to a virtual office in HI? Or would they have to send the service to the individual’s residential address? Also, the defendant is the individual, not the company, if that matters.

    • Hi, Ryan.

      Unfortunately, the answer to your question is difficult to answer given the jurisdictional issues involved. Typically, you need to follow the local rules (i.e. where the lawsuit is filed) relating to proper service of process.

      What I can say, is you cannot serve a registered agent to sue an individual. Registered agents are for companies, as identified at the relevant secretary of state.

      What we usually see, is a lawsuit that names the company and the owners (or tries to name the owners), and then they serve just the registered agent. Service against the registered agent would be considered proper, but wouldn’t apply against the owners. Typically, a good attorney can get the lawsuit dismissed as against the owners for several reasons, including lack of proper service.

      Good luck to you. Larry.

  • Hi Larry,
    Thanks for your article. I am starting an LLC in Virginia. I am going to work for myself and no employees for the foreseeable future (sole proprietor). Can you let me know your thoughts on each of these four scenarios:

    One – a) Is there any issue with me naming myself as the registered agent and using a mailbox at UPS with the street address as that address? b) also using that same address/mailbox as the physical place for my business? (and by doing so ALL things business go to that same address and that is the separation of personal and business, or at least one of the aspects of the separation)

    Two – a) same as above and b) getting a second/different mailbox with the street address at UPS?

    Three- a) hiring a 3rd party to be registered agent and b) using the mailbox with the street address at UPS?

    Four – a) naming myself as the registered agent and using a mailbox at UPS with the street address as that address b) use that same mailbox for the time being. After a few months, I plan to to rent some space part time – and that could be the physical address. (the physical address might have the potential to then change – and not be as stable as a mailbox).

    • Hi, Lia.

      I’ll assume when you ask for “my thoughts,” you mean, is there anything wrong with the mentioned scenarios. My answers are:

      One – a) No.
      One – b) No.
      Two – a)
      Two – b) No.
      Three – a) No.
      Three – b) No.
      Four – a) Isn’t this the same as One – a?
      Four b) Sure.

      Good luck to you. Larry.

      • Good Afternoon Mr. Donahue,
        I’m taking over an established business (coffee shop) where the current owner owns the name of the store. So, I need to establish my own LLC and don’t know if I need to put the store address as the physical address and then me as the RA with my home address. Also, if I put my home address in the RA does that become public?

        • Hi, Martha.

          When you say “taking over”, I assume you’re acquiring the coffee shop. The current owner, i.e. seller, should also be selling you the name of the store as one of the assets.

          You should also have some sort of “purchase agreement” put in place, so it’s crystal clear what you’re getting and what you’re not.

          With all of that said, the store can certainly be the “physical address” and if you want to be your own RA, you can certainly use the existing business address. I wouldn’t put your home address, unless you’re okay making that public information.

          Just to be clear, why am I saying it’s okay to use the store address as both the physical mailing address for your LLC, as well as the Registered Agent address? Because you are in control of both addresses, and therefore this would represent the exception to the rule as discussed in this article.

          As an aside, we have a low-cost, flat-rate fee for setting up a LLC. One of the advantages of us over “the other guys,” is you work directly with a paralegal who can answer many of these types of questions, and they get us lawyers involved to answer more difficult questions. We also help make sure things are done right — all for about the same price as “the other guys.” You can learn more, see pricing and order by going here: https://www.L4SB.com/product/llc-formation/.

  • Can you use your home address to create an LLC and assign yourself as a registered agent but change the address once your business becomes more active? Does your previous home address get stored somewhere permanenly?

    • Yes, you can be your own Registered Agent and use your home address as the Registered Office for your company, provided it’s not a PO Box and provided it’s in the same state where organized. The only issue, is that once you have your home address tied to the company like that, it’s hard to remove entirely even if you do change it properly. The reason is that many states will keep the old information on-hand, and some websites “screen scrape” the data from the Secretary of State and put that information on the Internet. Once “out there,” it’s really hard to get fixed everywhere. There’s often one or two websites out there that will maintain old data indefinitely.

      • this is something that concerns me so in this case what do you recommend ? use a registered agent then a pox for the mail ?

        • Use a Registered Agent for “service of process,” and make sure the company has a legitimate “physical mailing address” in the registration. This can be a virtual mailbox or other place where you filled out and signed a USPS Form 1583.

  • Please forgive me if you have already answered this, I read most of the comments and questions and now am very confused. I am an adult model, I’m trying to setup my website to accept payment, I’ve secured a merchant account and am in the process of completing paperwork. I originally planned going sole proprietorship with a DBA, however like you have stated, this leaves my name or address easily obtainable. I have kids so I can’t have my privacy at risk. In my industry obsessed fans are a real thing. So, how can I prevent pscho stalkers from obtaining my name and address from public record? Preferably on a budget as I’m in the bootstrapping startup phase.

  • Hello Larry,

    I just filed my Texas LLC application and am transitioning from sole proprietor. I am using myself as the registered agent with my brick and mortar stores address. I am the only owner and listed myself as the manager and my PO Box as my mailing address. Do you see any problems, especially “piercing the corporate veil”?

    Thanks in advance

    • Hi, Chris.

      Thank you for your questions. Typically, you shouldn’t be using a PO Box as your mailing address, because the USPS will not accept service of process on your behalf. I would be surprised if the TX Secretary of State will accept this (most SOS offices have been rejecting PO Boxes straight away). If they do accept it, I don’t see that as a piercing-the-corporate veil issue.

      But, there are a number of factors when considering piercing-the-corporate-veil. I wrote a blog article that touches on it in more depth, if you’re interested. You can read it here: https://www.l4sb.com/blog/piercing-the-corporate-veil/.

      Good luck to you. Larry.

      • Chris Mondavi /

        Thanks for replying Larry. I just got my Certificate of Filing today so I assume they did accept it.

        The application did state they would not accept PO Box for the registered agent (which is why I used my business address and am not worried about getting embarrassed in front of customers or anything) but not for the governing authority or organizer.

        Should I go back and change the governing authority and organizers address to my stores address? From your responses to other people’s questions it seems like it won’t be an issue since I am in control of my stores mail.

        Thanks for sharing that article!

  • Evelyn Rountree /

    Hi Larry,

    Thanks so much for this great article!

    I have a question if you don’t mind. We opened our business with the state (FL) using an actual mailing address for a UPS PO Box (though its a P.O. Box we received an actual mailing address with it and the business was approved by the state with no issues). Now, the second part of the process would be to obtain the business tax receipts from both the city and the county of that mailing address, however, they are saying that that address would not be approved because it is for a P.O. Box. They said we could opt for a virtual address instead. I guess I just don’t understand the difference between having a “virtual address” that’s not an actual space to be used and a “P.O. Box” when both have an ACTUAL mailing address (street name, number, etc). Have you seen anything like this before?

    • Hi, Evelyn.

      I have seen this before, and it is confusing. Many states have a “no PO Box” rule. The general reason for this, is because the state has a vested interest in being able to “send in the sheriff” to serve a summons, for example. The state cannot do that with your typical, federal USPS box. However, they CAN do it for UPS, who are supposed to accept service of process on behalf of their mailbox holders

      You should definitely verify the policy at your local UPS store, and you should make clear to whomever you’re talking to that the UPS store IS a valid and legal address for your business, because they will accept certified letters and service of process on your behalf.

      Larry.

      • Evelyn Rountree /

        Hi Larry, thank you!! Do you know if they city and county have to comply with that as well? The state had no issues with it and approved it immediately. Our LLC is formed with the state and IRS. Now the city and county are refusing to issue a business tax receipt based on the address. It makes no sense… :/

        • Unfortunately, it’s really difficult to give you any accurate general information about local administrations.

          What I will say, is that local folks (city and county) usually care about their share of tax revenues, so want a “local address.” Generally, we (and our clients) seem to be able to get this resolved by going in and talking to them — talking to them about the need for privacy or something else, and usually they have some sort of process you can follow. Worst case, have whomever you’re talking to escalate your request to the city or county attorney.

          Good luck to you. Larry.

  • Hello. I have a registered agent for my LLC (in VA), which I’m in the the process of formation to accept all my legal documents. For my actual business mail, I’m electing to use USPS PO Box “Street Style Addressing Option” as my business address.

    The issue: On the USPS application form, they want you to enter your “business address” to get a PO BOX. The purpose of application of a PO Box to use it as my future business address! Since I can’t use my register agent address and do not want to use my home address, what are people using on USPS PO Box application for “business address” when you don’t know what PO Box you have yet? I don’t want my home address in public records. Thanks.

    • Hi, Angela.

      The USPS is supposed to keep this information confidential, although they do disclose to certain folks in certain circumstances (i.e. their contractors, for example). The problem is, postal regs require that the USPS can trace a address to at least one individual. Therefore, you need some sort of valid address, even your home address. I’m not aware of any public disclosure of this information.

      Larry.

  • This is a very good article. It provides many different scenarios. However, I’m still confused on some issues.

    (1) You talk about using Anonymous LLC’s as a parent company in order to hide your name on the the child company form you submit with the state. In my scenario, this is New Hampshire (please reference the exact form you need to fill out ( http://sos.nh.gov/WorkArea/DownloadAsset.aspx?id=8589958994 ). However, I’m confused. If you create a parent company to own a child company, wouldn’t you still have to list your personal name on the parent company? If not, how would you go about hiding your personal name on the overall parent company paperwork? Seems to me anyone could just do research on the parent company to see the name of the owner of the child company.

    (2) In the form I provided from NH, in section (First), what can I list as the Principal Office Address if I do not want to use my personal address? According to the USPS form for creating a Street Address PO BOX format, it says you cannot use a Street Address PO BOX format on any legal documents. Seems to me that I can’t use the USPS option here, only a virtualbox or UPS option. Doesn’t that defeat the whole purpose of using a USPS Street Address PO BOX format?

    (3) In the form I provided from NH, in section (Fourth), how can I go about hiding my personal name? If your response is create a parent company, wouldn’t this just create the same problem of my parent company having my personal name on it, which would allow anyone to research and see that my name on the parent company means I own the child company?

    (4) In reference to an Anonymous LLC, are you saying I am legally allowed to create an Anonymous LLC parent company for a child company even if I do not reside or visit that state ever? For the child company, do I need to reside in that state permanently. My understanding of LLC formation is you have to reside in that state and conduct the majority of your business. Thanks.

    • Hi there, Biz Owner. 🙂

      (1) The parent company would be the “Anonymous LLC,” and when creating such a LLC, we do not disclose ownership information. So, in your example, the child company would be a NH LLC that is owned by the Anonymous LLC, that in turn, is owned by you. When someone researches the NH LLC, they will certainly find the parent anonymous LLC. When they research that, they will run into a dead-end.

      (2) I’m not sure I fully understand your question here regarding USPS Street Address PO Box format. My understanding, is that the reason the USPS offers that at all, is because some people like how a street address looks, versus a PO Box. The reason the USPS says “cannot use for legal documents,” is because the USPS will NOT sign for documents, and therefore no one can properly serve you via the USPS. With a virtual mailbox or UPS, we WILL sign for documents therefore the company can be properly served.

      (3) This question appears to be a variation of #1. The parent would be the Member of the child, NH LLC. The trick is getting the state to accept Articles signed by an authorized party of the parent company, given the parent, anonymous LLC is the legal “Member” of the NH LLC. There’s a way to do it. The statute is a bit complex, but I’d need to research that if had us do this for you.

      (4) You can form a LLC in any state you want, even if you don’t reside there. The trick is, if you’re “transacting business” in a state, you need to register your company in that state. If you live in a state, and you’re “doing business” in that state, you’re probably “transacting business” and therefore need to register your company there. In NH, registering means disclosing. Therefore, you want an anonymous LLC to own whatever LLC you’re registering in NH. That’s why we recommend a “child LLC,” and if you live in NH, a NH LLC makes the most sense.

      Thank you. Larry.

      • Biz Owner /

        This is all great information. I really appreciate your expertise.

        (1)The only way to create an Anonymous LLC is through a legal entity as yourself? I’m assuming if I contacted a US state and asked for the “Anonymous LLC Form”, they would tell me I need to have a third party fill out the form.

        (2) I already pay for a registered agent service in NH, however I can’t list their address as my physical address or mailing address. I can only list their address as a registered agent address. If I pay for a “Street Address PO BOX format” address at USPS and list it as my physical address or mailing address, according to the USPS statement of “cannot use for legal documents”, I would not be allowed to list the USPS address on the NH formation form? Therefore, it seems to me a USPS address is completely useless for a business owner. Are you saying that a virtual mailbox or UPS store will sign for documents, (meaning the virtual mailbox or UPS Store will act as my registered agent)? If that’s the case, I should just pay for a UPS store mailbox and list the UPS Store as my registered agent.

        (3) Are you saying that New Hampshire (or other states) may not accept Articles signed by an authorized party of the parent company?

        (4) You must register the child company in the state you live in. If that’s the case, other than using a parent company to hide your name associated with the child company, a parent company seems to serve no tax advantage purpose. You’re still going to have deal with the tax law in your child company’s state. Creating a parent company in Wyoming won’t protect you from taxes because you still must register the child company in the state you live in therefore pay taxes to that state. I don’t understand why it is said to create an LLC in Wyoming (even if you don’t live there), so you can avoid taxes. My understanding is you are required to create the LLC in the state you live in, therefore you can’t avoid taxes in the state you live in. Thanks.

        • Hi, there.

          (1) There is no such thing as an “anonymous llc” from a legal standpoint, so if you call a secretary of state somewhere, I have no idea what they will tell you but I’m pretty sure they will say something to the effect that “there is no such thing.” The term “Anonymous LLC” is just something we use, to describe a regular LLC that is filed according to a state’s law that permits us to avoid disclosing ownership information.

          (2) You have a lot of questions packed in there. Here’s perhaps a better way to think of this: Think a SHERIFF walks in, wanting to serve a subpoena. The USPS doesn’t want to be signing something for one of its customers, delivered by a SHERIFF. Folks providing a virtual mailbox, such as my firm or UPS, would accept such a subpoena and sign on your behalf. Registered Agents will also do this. But, your “physical mailing address” and the Registered Agent address are still different, in that the Registered Agent address is controlled by the Registered Agent and your “physical mailing address” is controlled by you. If you attempt to use the Registered Agent as your “physical mailing address,” and you’re not in control of the Registered Agent’s address, you could potentially get yourself into trouble by a smart plaintiff’s attorney if your LLC is ever sued.

          Confused yet?

          (3) I am saying that.

          (4) I’m sorry, but you’re packing quite a few false statements in your question, and I really don’t have the time or space to unpack all of that. I think you’re over-simplifying much of what I’m saying. There are other blog articles on this website (or our knowledge base) that cover some of what you’re asking.

          I’ll give you an example: I’m not saying that “you must register the child company in the state you live in.” The issue isn’t where you live, but where you’re actually “transacting business.” It’s possible you’re transacting business in multiple states, and therefore you’re going to need to register in all those states.

          Another example: “You’re still going to have deal [sic] with the tax law in your child company’s state.” This is another oversimplification. You have to deal with the tax laws in ALL STATES that you’re transacting business.

          Finally, it sounds like you’re analyzing this from a “tax avoidance” perspective. Anonymous LLC’s are intended to protect owners from public disclosure of their names. That’s it. They are not a tax avoidance scheme. Sorry.

          Larry.

          • Biz Owner /

            I understand most of it now. This is a good summary.

            How can a legal office (I’m not including your office in this) be allowed to create an LLC for a customer in a tax friendly state (like Wyoming) to avoid taxes in the tax unfriendly state that they live in? I’ve noticed legal offices offering this service. If you live there, you are therefore transacting/running your business from that state, and you must register that business there.

            Can you explain these statements about transacting business? “You have to deal with the tax laws in ALL STATES that you’re transacting business,” and “It’s possible you’re transacting business in multiple states, and therefore you’re going to need to register in all those states.” If you’re running an online business, it would be unnecessary and nearly impossible to register in every state and/or country in which someone buys a product from you. Thanks.

          • Most states don’t do a good job of indicating what IS transacting business. It’s a complicated jurisdictional issue on what constitutes “transacting business,” and there are few hard-and-fast rules. There are some general guidelines, that I raised in a previous blog article entitled When to Register Foreign LLC. Read that article, because “transacting business” is the same issue for whether you need to register a Foreign company in another state.

            Now, those other “legal offices” that you mention in your question, makes me wonder whether they are really attorneys / law firms rending such advice. Read our knowledge base article, entitled Do I have to file income taxes if I have a pass-through entity?. Given the issues raised in that knowledge base article, the question really isn’t “where is your company registered” (although that could be a factor), but it’s more a question of “is your company a pass-through entity or not?” If so, then it really doesn’t matter where it’s registered, although you may need to file (zero) tax returns in some of the states, depending on their laws. It’s only if you do not have a pass-through entity (i.e. taxed as a C-Corporation) that you care about where the company is registered, however. And, your company needs to be registered in all states where the company is “transacting business”, period. This is not optional, except that you can form your company anywhere, but you need to register it as a “foreign entity” where ever you’re “transacting business” according to the specific laws of each state (or jurisdiction).

            Confused? Don’t worry, most people are. This is where you’re probably NOT going to get a good answer with the free, quick answers from this lawyer. You should consult with a local attorney and/or CPA to get good, sound advice about this in whatever states you think you could be “transacting business”. Again, read that blog article I mentioned above.

            Larry.

  • Hello Larry

    if i got a mail forwarder that gives me a physical address with full street address and suit #, may i use this address as the registered agent address in the state of delaware?

    • Hi, Sam.

      The answer is yes. The word of caution is that to use a reputable provider, so that you’re sure to get the mail forwards. You definitely do not want to be missing something sent to the registered agent of your company.

      Larry.

  • Alright Larry,

    This is the best article I’ve found for info on our situation, so thanks.

    We rent from owners in CO. Their HOA prohibits renters from running a home business. We sell simple craft t-shirts online. We have a very small inventory. No physical location transactions. We want a business license. Can we use a virtual office as our address for conducting our online sales and shipping if we’re literally bringing packages of t-shirts to the post office when we have orders?

    Sincerely – trying to skirt the system.

    • Hi, Ben.

      I would recommend looking at the rules for the HOA, because I suspect it will define what a “home-based business” means. Would “day trading” be considered a “home-based business” and why would the HOA care? What I suspect, is the HOA is trying to prevent increased traffic from visitors / customers / delivery vehicles, so running a “home-based business” where you’re dealing with Amazon-based drop-ship may be perfectly fine depending on how the HOA defines “home-based business.”

      You can definitely use a Virtual Mailbox or Virtual Office as your business’ address, for sure. I cannot comment whether this will be a problem with your HOA or not.

      Good luck to you. Larry.

    • Hi Larry,

      Thank you for your article. I am setting up an online stock market analysis publication, and don’t wish to have my home address listed for security reasons. I Live in NC and have set up an LLC. I have read your article and sounds like I could be in jeopardy for getting a virtual business address as a registered agent. Is that correct?

      Thank You!
      Joel

      • Hi, Joel.

        This could be a potential problem for you, but not a problem that cannot be correct. My advice is to keep your Registered Agent as is, but to obtain a virtual mailbox or other PROPER mailbox (i.e. USPS, for example) where you fill out USPS Form 1583 and change the “Physical Mailing Address” of your LLC to the new mailbox.

        Larry.

  • Thanks for the excellent article.

    I understand the usefulness of getting a virtual office to use as a business mailing address. Instead of a virtual office, do you see any problem with using a street address mailbox service (ie. The UPS Store or Mailboxes Etc.) for the business address? Or using the USPS street-style addressing for PO Boxes ( https://ribbs.usps.gov/mtcsa/documents/tech_guides/PBSAGuide.pdf )?

    • Hi, Brady.

      I don’t see any issues with that, unless a specific state prohibits it. The issue is, you’re going to fill out USPS Form 1583, which means you’re in control of that mailbox for the specific reason of collecting mail.

      Larry.

      • Thank you, Larry. The USPS street-style addressing for PO boxes seems like the cheapest option for getting a legitimate-looking business street address while also concealing your home address.

        I appreciate your website and your openness to discussion. Cheers,
        -Brady

        • I agree. We do offer a virtual mailbox service for $20/month, which is competitive to UPS or USPS, but it does have a different set of options.

          Take care. Larry.

  • Lauretta Codrington /

    Hi Larry, My sister completed the registration of our LLC here in Michigan. She put our niece as the Registered Agent and our Niece’s address which I believe is physical (although Niece rarely is there) and then she put what I think is a Virtual Address; Street Address for the company’s Registered Office Mailing address, however on the form under Registered Office Mailing address it asks for P.O. Box or Street Address. Doesn’t that negate all that you are saying that we are not allowed to use a P.O. Box for a Registered Agent’s Mailing address? Is this set up correctly?

    • Hi, Lauretta.

      I’m not sure what forms you’re referring to, that asks for a PO Box. That doesn’t sound right. The State of Michigan default form definitely doesn’t ask for that. See for yourself: http://www.michigan.gov/documents/lara/700_08-15_528193_7.pdf.

      Larry.

      • Lauretta Codrington /

        Hi Larry, I agree with you. She filed this form #700 online. Apparently, you don’t do this via fax any longer in Michigan. The form was completed as such: Article 4 #1 and #2 is Name and Address of the Resident Agent, that address has to be physical address right, not P.O Box or virtual address? Then Article 4 # 3 is the mailing address for the Registered Office and can be a virtual address or P.O. Box right as it indicates underneath the line PO address or Street Address? If that is the case then the form is completed correctly? The concern is that the block at the top has the match the information on Article #4 1 and 2. Correct?

        • Hi, Lauretta.

          I’m sorry, but I really cannot answer such specific questions as though we’re providing support for the State of Michigan. You really need to talk to Michigan to answer such specific questions. At the end of the day, I am not licensed to practice law in the State of Michigan.

          Good luck to you. Larry.

  • Teri Bitsche /

    Long story short, my husband and I are in the start up process of opening a local business in our town in Oklahoma. We have opted for the LLC structure because of taxes as well as liability issues. We have an operating agreement where we share it 50/50. We were going to list myself as the registered agent as I will be taking care of all the formal office side of our business and he will mainly be doing the actual work to make the money. In our situation can I be the registered agent at our business address or should we change this plan of action. Also we are in the process of getting an actual building to run our business out of but we are on a 30 to 60 day hold do to availability. With the we have considered filing for our LLC using our home address and the once we have moved filing an Amended Article of Organization changing the business address. Most of my time will honestly be spent at our business location so I assumed that it would be the address to put down for the registered agent. What about making the actual LLC business name the registered agent and using the business address as there will only be my husband and myself actually running the business?

    • Hi, Teri.

      It’s perfectly fine to be your own Registered Agent. You may not want to use your home address, if you can avoid it, only so that you’re not posting to the world where you live — just in case you ever find yourself with a difficult customer who wants to show up at your home.

      The issue here, isn’t where you spend most of your time. It’s simply “what address do you have legal control of?” The mailing address and registered agent address can certainly be the same thing, if the address is your actual abode (whether residential or business).

      Good luck to you. Larry.

  • Chih-Chao Li /

    Larry :

    This is Chih-Chao from Taiwan. Thank you for a great web site to help small business. I am a small business owner. Your responses are informative and helpful for me to understand requirements for setting up a company. There are some questions for you. If you can help me again will be highly appreciated.

    1. If I rent a virtual office or a mail box in Florida, can it be the company address for registration, EIN and tax? even I am a foreigner.

    2. Can I register a new LLC on-line through Sunbiz.org while I am in Asia now? If yes, should I buy an on-line register agent service?

    I am a Taiwanese citizen with 20 years experience working in Microsoft. I will set-up a new on-line company in Florida. Good weather and nice people, why not. I and my wife took several trainings from Hillsborough county small business development center several months ago. With your explanation we are confident to launch new business in US now.

    Due to the interest of my business, we are going to set up a LLC in Florida, My company will provide software design and web service. First year I will run my company solely for designing an App in English and set up a service web site in US. As soon as the app launch in US by the end of 2018, we will hire several people for sales, marketing and service in Tampa area.

    • Hi, Mr. Li.

      Thank you for submitting your questions.

      (1) Your foreign status is not relevant to forming a company and using a mailbox in Florida. The only issue is the EIN. In order for a LLC to obtain a FEIN, it needs a “responsible party” who is either an owner or in control of the company. Such a responsible party must have either a (i) SSN or ITIN for an individual, or (ii) a FEIN for a non-individual (i.e. company). As a foreigner, you would need to have an ITN to get a FEIN for the LLC.

      (2) You can acquire a LLC, whether directly with Sunbiz.org, or with a service like ours (See https://www.l4sb.com/product/llc-formation/?form-state=Florida), but to do this, you will need a Registered Agent in Florida.

      Your company sounds exciting and I wish you the best! Good luck!

      Larry.

      • Chih-Chao Li /

        Hi Larry:

        Thank you for prompt response. Now I understood the way to set up my company. Because I have a SSN already, it means I can apply EIN with a mail box address or virtual office address throughly, right?

        One more question, what’s the required document for a new company to open its bank account?

        Chih-Chao

        • That is correct. If you have a SSN already, then you can obtain a FEIN and be the “responsible party” for your LLC.

          To open a bank account in the USA, banks will want to see the Articles of Organization, the Operating Agreement, and the IRS Form SS-4 (which has the FEIN on it). I wrote a knowledge-base article that touches on a few other issues you may be interested in.

          Thank you. Larry.

  • Hi Larry – thank you for the excellent article! I also really appreciated your video on forming an anonymous LLC.

    I am starting an online business – where all transactions will be taking place on-line. (No need for a brick-n-morter location.) I work out of my home – so I don’t have an office. Seeing as I have a wife and two young children – I feel it would be irresponsible of me to make my home address public – forever – by including it on the States LLC application. As a non-silicon valley start-up – I’m on a shoe-string budget.

    I believe what some of the readers are after… including me – is:
    What is the most economic approach to File for an LLC without disclosing my home location on the state website?

    Based on the above article and feedback – it sounds like at a minimum – I will need:
    1 – Virtual Street Address
    2 – Registered Agent (no way to be my own registered agent… if I don’t want to make public my home address.)

    In Florida – I’m required to list:
    1 – Principal Place of Business (must be a street address). [Virtual Street Address]?
    2 – Mailing Address of Business. [Virtual Street Address]?
    3 – Name and Address of Registered Agent. [Name/Address of Registered Agent Service]?
    4 – Name and Address of Person(s) Authorized to Manage LLC. [My Name / Virtual Street Address]?

    In brackets I’ve listed what I think would be the appropriate Name/Address for each entry.
    Would this approach be advisable?

    Thank you,

    Paul

    • Hi, Paul.

      Thank you for your inquiry.

      I think your comment is essentially correct, except for #4. In the case of a Florida LLC, will destroy your anonymity by including your own name. The way around this, is to do what I advise in the Anonymous LLC article, and setup another LLC as the parent owner of the FL LLC. The cost is a bit more, but then your answer to #4 is another company, not your personal name.

      Larry.

      • Hi Larry – thank you for the response.

        Sure seems like a lot of hoops to jump through just to keep a name/home address private.

        Lastly – you probably covered this somewhere… if I was going to go the Anonymous LLC route via New Mexico… is there any reason I would even have to form an LLC in FL? Or could just do the NM Anonymous LLC, get a ‘virtual street address’ and a ‘Registered Agent’ service in NM?

        If that is feasible – could I still get the ‘passthrough taxation’ benefits and pay taxes in FL?

        Thank You,
        Paul

        • Hi, Paul.

          I have a knowledge-base article that touches on the issue with Florida (Read the Article).

          The question is, “Are you transacting business in FL?” If so, FL wants to know about it and you need to register the business. If you JUST formed an Anonymous LLC in NM, you would still need to register that NM LLC as a “Foreign LLC” in FL. When you do this, you’d destroy the anonymity. That’s why we recommend the parent/child setup.

          From the tax perspective, I have another knowledge-base article you might be interested in entitled, Do I have to file income taxes if I have a pass-through entity?.

          Thank you. Larry.

  • What if there isn’t a virtual office available in your county, I’m starting a home business but I dont want to use my home address but the business license place said I could only use the address where my business is located to get a license. Do I need to use my home address for the legal stuff , EIN, Business License etc , and Purchase a Virtual Office to use on my application for business credit , and my website

    • Hi, Bee.

      Thank you for your question.

      We’re seeing this on occasion, from local municipalities who want local addresses for what we guess is business tax revenue. We don’t have a comprehensive solution to this, unfortunately. The best we can offer, for the time-being, is to really analyze what the local authorities are requesting, and perhaps talk with them to seek out a legal solution.

      What I will say, is that there is nothing wrong with companies having multiple addresses for different functions of their business. You can certainly have a virtual mailbox for business activities, such as what you put on your website, business credit cards, merchant accounts, etc. The question is, what will the local authorities permit (or not permit) to identify local locations for the business?

      My advice is to contact them, and figure out the possibilities. Some random thoughts:

      • Do home-based businesses who do all business online, with no real options from the home, really need to register locally?”
      • Is there a way to register generally, without being specific on the address or ownership information?
      • Is there a way to prevent the local authorities from publishing the information?
      • Failing all the above, contact a local business attorney to see if she/he has any ideas or suggestions.

      Failing any decent solution to this, you might want to call up the mayor and explain the problem. Perhaps some changes are required, so that they can become more “business friendly,” which would certainly help them capture more tax revenue.

      Good luck to you, and I’m sorry I don’t have a better answer for you.

  • Semi-confused /

    Also, must you register your business (either LLC or Inc.) in the same state that your physical address (i.e. Virtual Office address) is located in, or can you set up your business in KY even though the mailing address is in GA? (same goes for registered agent address.. have to be in same state?)

    • The answer to your question does depend on the state. In CA and AZ, for example, they do require a “physical mailing address” to be located in their state. In most other states, however, including GA, NM, CO, FL and NY (I don’t know about KY off the top of my head), the physical address can be located anywhere and doesn’t have to be located within that state.

  • Semi-confused /

    Doesn’t your suggestion that a business must not use for a mailing address an address that they do not physically own or control make using a virtual office scenario impossible, in any case, let alone if you also use it for a registered agent address?

    And if a Virtual Office company’s supplied mailing address does actually count as an address you control (via your arrangement with said company), would it still be unwise to use the same address as a Registered Agent address.. IF that company explicitly offers Registered Agent services?

    • It is confusing.

      When you have a virtual office or mailbox, you’re actually under contract to lease / rent that mailbox and that 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.

      Contrast that to the Registered Agent’s address. You are under contract not for the receipt of mail handling, according to USPS regulations, but simply for the Registered Agent to accept legal notices. That is NOT the same, and you are not “in control” of that address for acceptance of standard, regular mail.

      Larry.

  • Very good article. Thank you for the information. I’m confused on when to use my registered agents address and when to use my home address for my online business.

    For the EIN and Sales tax forms when it asks for physical address of the business is that my address or the registered agent address?
    Final question if I use my address on these forms does that make my address public? And if so could I use a PO Box?

    • Hi, Jamie.

      This is a very confusing issue, believe it or not, and it’s made the more confusing because there are many companies that will offer Registered Agent services, and also permit you to use their address as a mailing address for the business. See my other comments regarding this issue.

      To answer your question: You can use whatever address you want as the mailing address for your business, including your home address or a PO Box. Think of Amazon, Apple, Intel or any other large company: They have many mailing addresses, depending on what they want or setup. Same thing with you. You can use whatever address you want, just make sure you’re in control of the address so you can actually receive important mail.

      Now, why do I recommend you do NOT use the Registered Agent as your company’s mailing address? Several reasons. First, read my other comments, it could potentially create problems in a lawsuit. Second, the Registered Agent is simply not setup to receive actual mail for your business, and forward on that mail to you in a timely basis. Think about checks, credit cards, and other important tangible documents in the mail. Third, it actually creates SEO problems (think Google, Bing, etc) for not only yourself, but others who may use the Registered Agent service.

      Therefore, do NOT use the Registered Agent address for EIN and Sales Tax forms, and instead, use your real address and you can use a PO Box.

      Larry.

  • If you want to serve a company through their registered agent and this is being done by mail, how do you address the envelope – to the name of the company, the registered agent, both???

  • Thank you for your information. A couple quick questions:
    1. Can the physical address for the LLC be the SAME address as the registered agent address?
    2. Can the registered agent be the LLC attourny for the LLC?
    Thank you!

    • Hi, Elizabeth.

      Thank you for your questiona. The answer to your second question is easy: The registered agent, if an attorney, can also be an attorney for the LLC. This is actually quite common.

      The answer to your first question is a bit more complicated. Technically, it’s possible for the physical address of the LLC to be the same as the registered agent address. This makes sense, and is completely fine, when you (the owner of the business) are also the registered agent for the company. You would expect the address to be the same.

      However, if you’re hiring a third-party to act as your registered agent, and you’re seeking to have your physical address be the same address as your third-party registered agent, then you can potentially find yourself with some issues.

      Let me explain. This firm provides both registered agent services, and we setup Anonymous LLC’s for people. So, we find ourselves answering this question a lot — because our clients would like to save money by making our registered agent address the same as their business’ physical mailing address. This is a problem for a couple of reasons. First, this could lead to a “piercing the corporate veil” issue with your LLC, if it’s ever sued (which means you could lose the liability protection). The reason is simple, you would be lying about your physical mailing address on paperwork that is supposed to be true and correct, because you have no documentation to support that you actually own or are in control of the physical mailing address you claim for the business. Second, from a more practical perspective, you would greatly weaken any marketing / SEO potential for your LLC, because Google has been working overtime to improve the accuracy and value for it’s “local” service. I’ve been told from reliable sources that Google downgrades and penalizes businesses it believes is using an illusory local addresses, and one way Google figures this out is determining whether businesses are “sharing an address” versus having their own mailboxes.

      This is actually a sore-spot with me, because it highlights why it’s hard for a law firm like us to compete with the other “Internet companies” out there who are not law firms claiming to provide legal services or related services, such as LLC formation. As long as our competition can get LLC’s formed, that’s all they focus on. Most lawyers, including us, need to be a bit more careful and make sure our clients avoid long-term problems with their LLC formation. In this particular case, it means the service we provide is going to be a bit more expensive than our competition.

      Good luck to you, and please let me know if you have more questions.

      Larry.

  • Can you use a UPS mailbox for registered agent and physical business address? It usually isn’t a PObox and usually you can just add “suite” before your mailbox number. Thank you in advance

    • Hi, Mark.

      The general answer is “no,” unless the UPS store is willing to accept service of process on behalf of your company (i.e. think of a Sheriff coming by with a summons).

      Larry.

      • Donte T Hudson /

        Can different businesses use the same physical building address if theres a large space with different offices inside? Or does each business have to have a separate address?

        • Different businesses can use the same address, although it’s strongly encouraged to use Suite #’s or some other USPS compliant scheme to distinguish the companies. This will not only help you legally, but will help Google distinguish the different buildings in the same location.

  • PETERSPIN /

    Thanks for your article. Still have 2 questions:
    1. Can I use virtual office address as Registered Agent address ?
    2. Can business address and registered agent address be the same ?
    BTW, I am in New Jersey. Thanks

    • Hi, there. Thank you for your question.

      A registered agent address must be a physical address (not PO Box) in the same state where a company is registered. In general, you CANNOT use a virtual office address as a Registered Agent address, because you must identify a specific entity for service of process reasons (i.e. the actual registered agent).

      I hope this helps answer your question. Larry.

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