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.
A “registered agent” is an “agent of the company” defined under statute (i.e. a “statutory agent”). In other words, a registered agent is designated to receive a (i) service of process when a company becomes a party in a legal action such as a lawsuit, (ii) legal summons or (iii) 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.
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.
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 may not 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.
To be clear, even if your Registered Agent says they can handle and process regular mail for your company, and that it’s okay to indicate your Registered Agent’s address for the physical mailing address of the company — it’s actually not okay unless that Registered Agent is a valid USPS Commercial Mail Receiving Agency (or CMRA), and you’ll know that because the Registered Agent asks you to fill out USPS Form 1583. If they don’t do this, they are violating USPS regulations, and you therefore open you company up to a claim of fraudulent filing by a plaintiff’s attorney if your company should be sued.
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.
L4SB offers Registered Agent services in all states for LLC’s and corporations, for as little as $129/year!
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.
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
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).
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.
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 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.
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???
Both, although you should seek the advice of an attorney to do this correctly.
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?
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.
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.
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.
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
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:
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.
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 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.
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?
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.
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!
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?
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.
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?
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.
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?
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.
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?
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.
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 )?
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.
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,
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.
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.
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.
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?
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.
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?
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.
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.
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.
(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.
(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.
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.
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.
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.
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?
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.
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.
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
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.
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!
The organizer address isn’t all that important, but the governing authority is. It should reflect the actual address for your organization.
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.
The answer is: Form an Anonymous LLC and do business under the Anonymous LLC. It’s relatively inexpensive to setup and maintain. Learn more about Anonymous LLC’s here.
Thank you. Larry.
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.
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).
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?
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: .
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.
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.
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?
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.
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!
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 ?????
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.
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!
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.
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
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.
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!
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.
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.
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.
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.
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.
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.
Yes this answers my question. Thank you very much, Larry. God bless.
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.
California residents need to be careful when doing Anonymous LLC’s. Specifically, check out https://www.ftb.ca.gov/file/business/doing-business-in-california.html. 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.
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,
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.
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.
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.
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!
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.”
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.
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.
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?
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).
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?
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.
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.
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! 🙂
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.
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.
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
I’m not sure who you’re talking to, but we’re able to resolve this problem for clients quite easily by providing BOTH a Registered Agent and a Virtual Mailbox.
When you’re “conducting business” in Florida, you need to do two things: (1) Setup an Anonymous LLC as a Holding Company, which will own (2) a Regular LLC in Florida as your Operating Company. It’s a bit of work, but both companies can share the physical mailing address (but they cannot share the Registered Agent).
You can see pricing and order with the following links:
Good luck to you! 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!
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.
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.
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?
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 for your post! I have recently started an LLC in SC. It is registered with my home address. However, I want to get a virtual mailbox to use as the business address when people search online. Can I do this or do I have to change the address with the state and IRS?
The short answer is, a company can have as many mailing addresses as it likes, so you can certainly do what you propose and you do not need to change anything with the State and the IRS.
You only need to change things with the State or the IRS, if the information they have is wrong.
Hello, I am a 17 year old and I have a online boutique I’m confused about the whole register agent thing . I don’t want my physical address to be shown for my business address . What do I do ? As I was filling it out I put my address as my physical address then it asked what is my registered address so I backed out because I don’t know what to do. Should I use another address as a registered agent will that be my business address? Please help because my mom don’t know .
I love to hear about teenagers creating businesses for themselves! Good work and great question!
I’m not sure what you mean when you say “I was filling it out” (I’m not sure what the IT means), but in general, if you don’t want your home address as the company address, you really need to do two things: Hire a registered agent service and obtain a virtual mailbox (not a PO Box). A local UPS store would work just fine.
Thanks for this article, very useful. I’m from outside the US, and when I asked my agent to form my LLC in Wyoming I used my address from where I live. Question: do I need a physical or virtual address in Wyoming? Is it mandatory?
Also, if I happen to get a legal (virtual) address in Wyoming, must I inform my agent? Do they need to know it for any legal reasons?
Hope it makes sense. Again, Thanks Larry
An address in WY for WY is NOT necessary or mandatory. If we were talking about AZ, CA or OR, I would tell you otherwise. WY does not make it necessary.
If you get one or more addresses for your company for various reasons, no need to let the RA know, unless you cannot be contacted with the existing information they have.
Thanks, Larry. I really appreciate your help. 🙂
I live in Illinois and I would like to form my LLC in Wyoming. My business is in ecommerce with NO Physical location. Do I have pay tax for both states? Do you recommend to form my LLC in Illinois since I live here. Thanks.
Great question. The “no physical location” isn’t the only factor for IL. Will you have any W2 employees, including yourself? Will you be using your home as a “base of operations” and/or storing any product locally? Any of these factors could tilt you into being considered “doing business in IL”.
If you’re going to try and sell on Amazon, my understanding is they want to see a local business license. You won’t be able to get that, unless you declare a location for your business. Banks, likewise, want to see a physical location for your business. Same with merchant account providers.
Given the above, it usually makes the most sense (and is the easiest to setup) to assume your “base of operations” is your home state.
Believe it or not, it doesn’t really complicate our increase your tax liability.
When most folks say they want to form their LLC in another state, like Wyoming or Delaware, it’s usually for one of two reasons: (1) they want to do business anonymously, or (2) they are trying to avoid local state taxes.
I’ll talk about #1 in a minute, but let’s talk about #2. How do you avoid state taxes? You have to ask yourself, “How will you tax your company?” You have basically two ways: Pass-through or not. Pass-through is disregarded (if you are the only owner), S-Corp or partnership (if you have multiple owners). Not pass through is C-Corp, which exposes your company to double-taxation, even if you are formed in WY or DE. So, most folks go with pass-through, but what does that mean? It means your company isn’t paying taxes on its profits. Instead, those profits “flow-through” to you and any other owners, and you report those profits on your personal taxes. No matter where you live, and no matter where your company is formed.
Therefore, unless you’re going to tax your LLC as a C-Corp, you’re really not getting anywhere from a tax perspective by picking DE or WY for your LLC.
With me so far?
Therefore, anonymity is really the big issue here (if you care about that). The recommended solution is YOU –> (own) an Anonymous LLC in DE, NM or WY as a Holding Company –> (which owns) a local LLC in your home state as your Operating Company.
From a tax perspective, the local LLC in your home state (i.e. your Operating Company) can get a local bank account, local business license, etc, and from a tax perspective is disregarded. Its profits and losses flow up to the parent holding company, which is where you’re taxed.
My recommendation at the parent level is usually this: If the holding company will be taxed as a disregarded entity, then pick NM. Otherwise, pick WY.
Clear as mud?
You can learn more, see pricing and even order using these 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/
Thank you. Larry.
Thanks so much for your response. I will be running the ecommerce business on the side only for now. I have a full time job. My ecommerce business does require me to store any products. I do everything online. I am going to use a UPS physical address as my home base location. I do like the keep my privacy. Should I consider the Anonymous LLC?
If you want to be anonymous (i.e. not have your personal information made publicly available as associated with your new business), then Anonymous LLC is really the only way to accomplish this.
Thank you so much for your response. My online business does not require me to store any products. That is why I Do Not need to have a Physical locations. But, inorder for me to open a business account at my local bank I will need to provide a physical address. So, I will be using a UPS address as physical location instead of my home address to keep my home address private. Hopefully, I will be hiring employees in the near future. But, for now it is just me. Do, I will not have any W2 employees. Based, on your previous reply, I should from my LLC in illinois. Corrected?
It’s hard for me to give you a definitive answer on whether you’re actually “conducting business” in Illinois or not. It sounds like you may be okay, until you hire employees. When you do, you will be “conducting business” in every state that you have a W2-based employee.
So, are you intending to hire W2-based employees in the “near future?” If so, then yes, I would recommend you make your Operating Company an IL-based LLC.
Hi Larry, I appreciate the article. I currently have a Nevada-incorporated LLC with a registered agent in Nevada and a physical mailing address out of state. I am in the process of forming a manager managed Nevada LLC, and my existing LLC will act as a managing member. Which address do I provide to Silverflume?
That depends. You should provide whatever “physical mailing address” is relevant to your new LLC. Just because one of its Members happens to be an existing LLC doesn’t really factor into this, unless you’re intending to use the same address. If that’s so, then use the same address — but beware, you’re going to need to update the USPS Form 1583 with your mail provider, if your “out of state” physical mailing address is provided by a CMRA.
I am trying to open a company in Missouri and I want to know if I can use a Florida registered agent address instead of a Missouri one? Because we live in Florida. Also if let’s say I get a Missouri address for the registered agent, can I put a mailing address in Florida ? We don’t want correspkndacnee to be sent to Missouri but instead to be sent to us in Florida
Each company needs its own Registered Agent in the state where formed and/or registered. Therefore, you cannot use a Florida Registered Agent in Missouri.
Most states (with some exceptions like AZ, CA and OR) will permit you to have a “physical mailing address” for a company in another state. So, it’s possible to list a physical mailing address located in FL for your MO company.
Hi Larry. Excellent article. I just applied for my LLC through a registered agent. I used a virtual address for my principal business and mailing addresses and I will do the same when filing my articles of organization here in Illinois. My question is, in haste I applied for my EIN number first and used my home address. Will that be a problem? (Privacy wise or when it comes time to file my taxes? Or opening up a business account?) I was thinking at the time I wanted to make sure I don’t miss out on any important forms from the IRS. Thank you
I always tell folks to wait on the FEIN until the LLC has been fully and properly formed. The big issue is the name. If you applied for your FEIN thinking your company name was X, but then your LLC registration fails because the state doesn’t like the name for some reason, then it’s a pain to change the name with the IRS.
For your standpoint, I don’t think it matters. If you want the IRS to send tax paperwork to your home address, this is perfectly fine. This information is not disclosed publicly.
Thank you Larry. That’s helpful and makes complete sense. I did conduct a search first and I’m crossing my fingers that no one else is using my name in their business!
So I kind of got lost in the sauce ..along with I have read too much into this. So if you could please clarify for me I would appreciate it. I am planning to form an LLC in the state of SC. I would like to opt out of publicly displaying my personal physical address if possible. So from what I gather from you previous comments being that I am not located in those specific states you listed above using a CMRA such as the UPS store it will be legally “ok” for me to use that CMRA address as my physical and registered agent address when filing? In addition for business mail, accounts etc.. I can also use this same CMRA address? Please excuse me if this is incorrect. This is the only stumbling block before filing and I would like everything to be smoothly done the first time.
Thanks In Advance
Sorry for the delay in responding. Thank you for your question.
As far as I’m aware (and note, states change their rules all the time, making a liar out of me), is that the State of SC permits CMRAs for the physical mailing address of the company. Given this, it is “okay” to use such an address for the “physical mailing address” of the Company.
It is NOT OKAY for using the address as the Registered Agent of the Company, UNLESS the mailbox provider permits this — and then you will need to list a specific individual or company that can accept service of process at the address. This is really important: Think of a Sheriff’s Deputy walking into the premises, asking for someone to sign a subpoena or summons for your company. Will someone there be willing and able to do that?
We have a home building business in SC and use our po box for all business related listings. Our current payroll service is now saying we must have a physical filing address for them to continue our tax filings and payments. Our existing po box location told me I can use the street address with the po box # listed as the unit and it would be a physical address. Can I use this for tax filings as physical address? And if so would I need to report address change to federal and state agencies or not because it would be the same box location just two different address formats? Thank you.
Unfortunately, I am not licensed in SC and therefore cannot be the final word on this. You should see why your payroll service is requiring this — can they cite to a specific state law or requirement? If not, then I suspect they are just changing their policies. If that’s true, then a street address with your existing PO provider (and I’m assuming they are a valid CMRA, where you filed a USPS Form 1583) should be sufficient.
Yes, you would need to notify everyone, because it would be a new address.
Im from SC and just now starting up my business. From my research online (im not an attorney) Ive found that PO boxes from USPS are not acceptable for business addresses. UPS on the other hand is acceptable. but are a little more expensive than USPS.
This website states:
“With a mailbox at The UPS Store, you get a real street address, not a P.O. Box number. If you’re a business owner, having a real street address as your mailbox can provide you with a professional image for your business. ”
The only other option is using a virtual address.
This is correct: The UPS Store is a valid CMRA with the USPS, and therefore a great choice for a virtual mailbox.
In these difficult times of Covid-19, hope this message finds You, All Your Family and “Law 4 Small Business” Team, well and safe!Thanks for Your Article !!
I`m about to open an LLC – 1 Member – Disregarded Entity – Anonymous in New Mexico.
First I was studying Florida, Delaware, them Wyoming and Now New Mexico seems to be also a feasible alternative. I`m Not a US citizen /I`m Non Resided. (I live in another Country).
The main reason to open this LLC is to legally import products, sell on Amazon and pay my Taxes in USA.
As far as I could understand, Registered Agent Address is the business Mailing Address to be used to receive correspondence/mail from local Secretary of State.
If a Virtual Office is hired, this Address can be used also as LLC Principal Address. And on this case, Article of Organization can be completed using Virtual Office address as LLC Principal Address and Registered Agent Address as a secondary Mail Address.
Amazon is requesting for new Sellers a Utility Bill under the name of LLC or under the owner of Amazon account, but most important, Utility Bill must show LLC Principal Address.
I`ve been running round in circles for few weeks and could not find a solution for my case.
Really, hope that You can give me direction.
1st If I hire Your Company as my Registered Agent and Virtual Office, is there any alternative to also obtain an Utility Bill as informed above?
2- If I use my home address (another country), into Article of Organization as LLC Principal Address, will this information become public in New Mexico Secretary of State ( In this case Your Company will use my home address as principal address, Registered Agent as mail address and sign as Organizers my Article of Organization).
Do you know if a EIN can be obtained for an LLC with Principal Address out of USA?
Do you know if any USA Bank can open a Business LLC account for a LLC with Principal Address out of USA? (In my home Country). Hopefully online..
Thank you for your inquiry. I don’t know if I’m going to be able to give you all the answers you are seeking, but here goes …
1- We don’t have the ability to provide a utility bill. We can certainly send you an invoice to the address, but if Amazon is asking for utility bills, they are going to want to see the Company name on that utility bill, along with the appropriate address. Unfortunately, we cannot do that and I don’t know how to better advise you. I’m sorry.
2- The “physical mailing address” is public information, so you CAN use your home address in another country for the NM filing, but it will be public information.
– In re FEIN: You can obtain a FEIN with any address anywhere, but the trick is, you need a “Responsible Party” who is an individual with a SSN or ITIN (Read more here: https://www.irs.gov/businesses/small-businesses-self-employed/responsible-parties-and-nominees).
– In re bank accounts: All the banks I’m aware of, can certainly handle bank accounts for non-US residents, but they do require such residents to show up at a US-based branch office (to verify exactly who you are — they are under federal requirements to do this).
…….Sorry for this long message….
3- The most close I could get of a solution, was a Wyoming lease contract with registered agent for US300 Year, where contract would mention that utilities are included in this contract. However, Amazon may not accept this contract.
4- Is a Business Liscence necessary in New Mexico to import and re-sell products using Amazon Plataform?
To be 100% perfect, I would need a Registered Agent, Virtual Address, phone number and Utility Bill (not a mobile phone), under my and llc name.
Sorry for this long message but as I said, I`ve been running round in circles for weeks and I cannot find a solution.
Amazon is reeeeally strict with documents crosscheck and all information must match 100%, otherwise seller account is blocked.
LLC Address + Business License if required + Bank Statement + Credit or Debit Card Info + Utility Bill names and address must match 100%.
Many new Amazon Sellers will face same problem soon or latter.
Pls feel free to include any additional comment, which I thank You beforehand.
Have a wonderful week ahead.
More answers for you:
3- I cannot comment on that contract. I think you’re right, Amazon may not accept it.
4- No, a business license is not necessary to import and resell products in NM. Whether it’s the Amazon platform or something else doesn’t matter from NM’s perspective, but I cannot say whether Amazon cares or has an opinion about this. Sorry.
I really don’t have a solution for you at this time. I’m sorry.
Hi Larry, thanks for the article.
I have a LLC with registered agent and a separate physical mail address.
Which do I put as my address on an invoice?
The separate physical mail address should be the address you use for your invoices.
Thank you for the helpful piece. I recently came across Northwest Registered Agent, which claims that clients may utilize their addresses not only for registered agent address, but also for filer, organizer address, filer address (in NY), on an LLC application to protect privacy. They also indicate that since no mail is sent to these addresses by the state, it will cut down on junk mail received at the business mailing address. I’m wondering your thoughts on this. Thanks very much.
Here’s the issue with their policy (and all others with the same policy). The USPS has specific requirements for third-parties receiving mail on behalf of others: The USPS calls such third-parties “Commercial Mail Receiving Agencies” (or CMRA). Here are their rules: https://pe.usps.com/text/dmm300/508.htm. Search for “CMRA”.
So, a Registered Agent can certainly collect legal notices on behalf of a company, and sure, such legal notices can sometimes come in the form of postal mail. However, that doesn’t permit said Registered Agent to otherwise collect mail — for non-legal notices. They and you would be in breach of the USPS rules on this, unless the Registered Agent is a legal CMRA, and you filled out and submitted USPS Form 1583.
Why does this matter for a business? Well, if a plaintiff’s attorney was suing the company and trying to “pierce the corporate veil” to hold the owner (or owners) personally liable for some harm committed by the company, then this is an excellent way for such plaintiff to argue they should be permitted to pierce the corporate veil. The argument is a “fraudulent company by intentionally violating the USPS rules to obfuscate where the business is actually conducting business.”
Hello, Larry – great article!
If it is agreed upon by myself and my registered agent…would I be allowed to use my registered agent’s address as my business address for purposes such as opening a business banking account, contracts, payroll, invoicing, etc…?
I’m not sure if it is simply not advisable or not allowed.
**Multi-member LLC, home based, in the state of Pennsylvania**
Please see my other answers regarding this. The short answer is this can be allowed, only if your Registered Agent is a valid CMRA and you properly filled out USPS Form 1583.
Can I be my own registered agent? Will Having a virtual address or the address of a UPS location when I pay for their P.O. Box service be okay to use that address as my business address, banking, invoicing etc.?
Thank you for your questions.
First, can you be your own Registered Agent? Yes you can, but the “registered office” requirements are usually more strict than the “physical mailing address” requirements of a company. Specifically, most states require that the “registered office” of the company is a physical address, not a “physical mailing address.” This is because most states want to be able to send a Sheriff to the registered office to issue a subpoena or other important document to someone affiliated with the company.
Unless your CMRA (i.e. virtual mailbox) provider agrees to be your Registered Agent, saying you’re the Registered Agent with your “registered office” being a virtual mailbox address is a good way to miss important legal notices and risk default judgments.
Second, is it okay to use a CMRA for your business? Absolutely, except as the Registered Agent (given what I just said).
Good luck! Larry.
Hi Larry – Thanks for the info!
Can a virtual mailbox be used as a physical and principal address for a business instead of a virtual office, or do I still need to use an “office” as a managed single member?
It depends on the state, and who is asking. For example, even if a state permits any address, whether a virtual mailbox or otherwise, a bank may want a physical address.
Thanks for this article, Larry! I heard from another lawyer that, in reference to a Wyoming LLC, that the address has no effect on how a Wyoming court would view questions of liability vis-à-vis creditors of the LLC itself or of its member… so it would be fine to use the registered agent’s address as the business address on filings to the secretary of state. What are your thoughts on this?
You’re raising two different issues: Does the address listed on the Articles have any bearing the question of jurisdiction (i.e. which state’s laws apply in a specific matter) versus listing an address on the Articles that is not valid (i.e. you don’t control and in violation of USPS regulations)?
The latter is addressed by this blog article, and the former appears to be answered by another lawyer with understanding of court precedent in WY (which I couldn’t comment on, since I am not a licensed attorney in WY).
I am starting a at home candle business and I’m doing it as a sole proprietor at the moment. The only thing is that I full time in my 5th wheel and stay at different parks in Los Angeles county. I have a ups store box and I’m trying to get a business license. Am I able to just use the ups store for my business license and are they going to require a home license?
Every county and municipality is different, but from everything I’ve heard, such local jurisdictions want the tax base and are willing to work with folks to help maintain their privacy for safety and other issues.
On the flip-side, local jurisdictions also have a duty to protect the health and safety of their citizens. This means they want to know what is going on in their jurisdiction, and if you have employees, guests, dangerous inventory, consumables and other “interesting stuff” incorporated as part of your business, you’re going to have to deal with that and that includes fire inspections and more.
You have to take all of these factors into account, and it’s therefore very hard to give you a good answer from my vantage point.
In the end, my recommendation is to call up your local officials, talk to them about your needs and concerns, and see what they can do for you. As I said, I’ve heard over and over again local authorities will do what they can to help work with local businesses (for the tax base).
We formed an LLC in Delaware with a registered agent and the registered agents address is located in Delaware.
We currently live in Houston, Texas and sell jewelry items online and mail the items FROM Houston, Texas to our customers along with an invoice.
So on the invoice, (that we send to clients) which address should we have?
On our checkbook which address should we have?
I would use a local address for shipping and return. You can also use a local address for your bank account. You should not use your RA for business mail.
Hi Larry, thank you so much for this post! Extremely helpful. An agency recruited me for a position and I interviewed for it with their client. Then client has selected to bring me on as a consultant to do payroll / timesheet calculations (for their other consultants working for them). They will pay corp to corp so I need to obtain an LLC asap (I’m trying to sort this out now as I wait for my hire date). I live in New York City and will also be working there. Is there a reliable company you could recommend for me to do this with? If not – that’s ok, I came across a few. For a single member LLC, do you suggest I first get the LLC started and get a virtual office for the company address? I definitely do not want to use my home address and I’d like my address to remain anonymous. Any other tips you can give me to take appropriate steps to begin the LLC process the correct way? I appreciate any / advice you could provide me with. Thank you so much Larry!
Hi, Michelle —
Thank you for reaching out. I’m one of the business and tax attorneys here with the firm. We would be happy to help you form a Limited Liability Company or corporation in the State of New York — and in any other states you might need to form in. We have a dedicated team who can help you create the order based on your needs and priorities. They can be reached by phone at (505) 715-5700 during normal business hours, 8:00am to 5:00pm Mountain Standard Time, Monday through Friday.
To cover some of your specific questions, we’d typically establish your virtual company address before forming the company, as you need the address in place prior to registration of your business with the State. As for anonymity, you may be looking at using a Parent-Child setup to protect your anonymity in the State of New York since New York doesn’t inherently support anonymity for its LLCs. To learn more about that structure, I’d recommend having a look at one of our other articles here: Preserving Anonymity in a State that Discloses Ownership Information.
Please do let us know if we can be of any help in getting your LLC up and running. As I said earlier, we’d be happy to work with you!
All the best,
Ian M. Alden
Hi Larry, sorry it’s Michelle G. again. Regarding a registered agent in NY, once the LLC is formed, when I go to open a bank account, am I using the registered agent address or virtual office address? I’m so sorry. Same question for my website, do I use the virtual office address? Thanks again Larry!
Hi, Michelle —
When you’re opening a bank account, you’d want to give them the proper address of the LLC. That could be some local address you’re operating out of, or it could be the Virtual Mailbox/Virtual Office address. Any mail sent there should be forwarded to you at the forwarding address you provided.
To clarify, your registered agent really exists only to accept correspondence from the state or service of process in the event of a lawsuit. You shouldn’t use the Registered Agent’s address as the address of your business.
Please let us know if you have any other questions!
All the best,
I hope all is well. I am a foreigner and I am already in the process of creating an LLC for our company in Delaware. I am representative for a company in Ecuador, and our interest is to sell products we can import in the USA through Amazon FBA program. For this, we need to have an LLC, USA Bank account and a Physical Address. Currently, however, we cannot find a way to get a physical address. For the LLC formation, EIN, and USA bank account, we have already resolved. Are you familiar with this scenario, what would you recommend us moving forward to get this resolved? I tried finding this in the previous questions, but was unable to find it. Thank you. I appreciate all the help!!
Hi, Sebastian —
Thank you for your question. It’s certainly a complicated issue, made infinitely more complicated because Amazon’s requirements are constantly shifting. My only recommendation here would be speaking to one of our tax attorneys. They deal pretty frequently with international clients who are faced with similar predicaments of needing a physical address for certain registration and filing obligations. You might also look into virtual office services beyond the traditional virtual mailbox/CMRA services. For example, there are some providers that offer a sublease in addition to the more traditional CMRA forwarding service. That sublease may satisfy Amazon’s requirement — or it may not. You should do some research to verify what Amazon’s requirements are, as Amazon is known to be quite strict in enforcing them.
I hope this helps! If you’re interested in speaking to one of our tax attorneys, you can book a consult through our website here.
All the best,
Ian M. Alden
Thank you for article!
I just wanted to double check I understood correctly, if I am trying to create an LLC say in Massachusetts, will I be able to use a virtual office address on my certificate of organization for two things:
1) Use my virtual office address as the location of the principal office of my LLC
2) Use my virtual office address as the street address of the office in the Commonwealth at which the records will be maintained
Thank your for help, any feedback is greatly appreciated!
Unfortunately, I am not licensed to practice law in MA (and I have no attorneys working for me who are), therefore I really cannot weigh-in with enough authority that I think you’re looking for.
I will say, that is how we currently interpret MA law in our LLC and Corporation filings. If anyone is more familiar with MA law than I am, please weigh in.
Thank you! Larry.
I’m in Washington state. I don’t want to use my house address for my LLC. Can I use a PO box with a street address as the principal address for my LLC or should I use the registered agent’s address? I’ll use that PO box street address for the LLC’s principal mailing address.
You can use a PO Box (with a street address). Don’t use the RA address, unless they have you fill out Form 1583 because they are a properly designated CMRA with the USPS.
Great information, however I am still a bit confused. While you do not recommend using the virtual business physical address as the same address to be used for the registered agent address, may it still be done? Since all a registered agent’s job is to receive official correspondence and forward them to the business, it sounds exactly what a virtual business address does; receive mail and forward them to the address on file the business owner has set up. My scenario, I am starting an online business, I do not want my home address made public when I file LLc, since I will be working out of my home for now, so I have a virtual office address, and was wondering to list it also as the RA when filing my LLC. When it comes to online businesses is this acceptable for just starting out?
Unfortunately, I cannot advise this, without carefully looking at your state’s statutes in how it defines the requirements of the Registered Agent (RA) and the Registered Office (RO).
Each state has its own definitions on what a RA and a RO can be. For example, consider Texas:
CHAPTER 5. NAMES OF ENTITIES; REGISTERED AGENTS AND REGISTERED OFFICES
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 5.201. DESIGNATION AND MAINTENANCE OF REGISTERED AGENT AND REGISTERED OFFICE. (a) Each filing entity and each foreign filing entity shall designate and continuously maintain in this state:
(1) a registered agent; and
(2) a registered office.
(b) The registered agent:
(1) is an agent of the entity on whom may be served any process, notice, or demand required or permitted by law to be served on the entity;
(2) may be:
(A) an individual who:
(i) is a resident of this state; and
(ii) has consented in a written or electronic form to be developed by the office of the secretary of state to serve as the registered agent of the entity; or
(B) an organization, other than the filing entity or foreign filing entity to be represented, that:
(i) is registered or authorized to do business in this state; and
(ii) has consented in a written or electronic form to be developed by the office of the secretary of state to serve as the registered agent of the entity; and
(3) must maintain a business office at the same address as the entity’s registered office.
(c) The registered office:
(1) must be located at a street address where process may be personally served on the entity’s registered agent;
(2) is not required to be a place of business of the filing entity or foreign filing entity; and
(3) may not be solely a mailbox service or a telephone answering service.
(d) A registered agent that is an organization must have an employee available at the registered office during normal business hours to receive service of process, notice, or demand. Any employee of the organization may receive service at the registered office.
If you read the Texas requirements carefully, they place requirements on who, where and availability. A virtual office would clearly not qualify.
In other states, including New Mexico, the statutes are less precise and demanding on RA and RO, and you may be able to get away with a virtual office being the RO (and you being the RA) legally.
I will say this, however: If you don’t meet the statutory requirements, you run the risk of losing the liability protection of the company for a number of reasons.
In all circumstances, whether you meet the statutory requirements or not, you run the risk of not receiving important service of process, simply because no one will sign a summons, subpoena or other certified document that requires a signature when it comes. If that happens, not only do you run the risk of losing the liability protection of the company, but you also run the risk of default judgements should a notice come and you not receive it.
I know this sounds like “the sky is falling” rhetoric, but it happens so often I think it will shock you. At least once a month, a small business owner is coming to us, asking us how they can fight off a default judgement where the plaintiff has started seizing funds, because they received a default judgement for tens-of-thousands based on a dispute for less than $10k.
So, L4SB adopts the general recommendation to avoid this in all circumstances. It’s just not worth the risk, when you can have a RA service for $129/year or so, depending on who you hire. If you hired us, we alert you to problems, answer questions if you receive something that you don’t understand, and help you understand whether something is a scam or not. For $129/year, I think that’s great piece-of-mind.
Thank you. Larry.
Thanks for the useful info. I have a question. I currently live in California. I’ve tried to apply for a business license. In the Application form, it said that “Business Address (P.O. Box Address NOT acceptable)” I asked a city official if I can use Premium PO box which has real street address. Or if it’s not possible, can I use UPS mailbox. She replied “We are unable to accept any mailbox or po box locations due to zoning requirements for the City. It would have to be an actual physical location address” So, I was confused. The form mentioned no PO box only and I found many resources say people use UPS mailbox. Do you know if the official was right?
Unfortunately, this is decided on a city by city basis, so it’s very difficult to determine whether they are right.
My advice is to talk to them about your concerns for privacy, what your business is, etc, so they can be rest-assured you’re not building an Internet e-commerce company that sells explosives constructed in your home, and they can save the tax base.
Most of our clients say with a bit of work, they can eventually reach the right person in city hall to explain things, and get something worked out.
Worst case, I’ve had clients obtain a virtual mailbox in a nearby city that doesn’t have such issues, and “setup shop” in that city.
Hi, Larry; I’m in NY state, temporarily (no permanent address of my own for now) and looking to set up an LLC in Wyoming (because its laws seem most like Delaware’s, but without the high cost for renewal, and there’s no state income tax). I am deeply confused about terms used for the address(es) of any business.
What is the difference between terms used for addresses of a business? I have seen terms like “Registered Office,” “Physical Address,” “Place/Location of Business,” “Business Address” and “Principal address” used in ways that make me completely confused about what is really required, and what to fill in which slot on a given form.
Bottom line: I need a CMRA (with USPS 1583) and an RA in Wyoming, and my bank wants to see that the “EIN address matches the business address on the Articles of Organization,” so that I can open a business bank account. I just don’t get what kind of address is really going to be okay, and what I would call the address(ess) for the purposes of organizing the articles and filling out various forms.
Thanks you, Christine
This can be very confusing, and what makes things worse is the states won’t necessarily use consistent language themselves (within the same state) or amongst the states.
The easiest is “registered office”. This is the address for the registered agent.
Everything else can fluctuate somewhat, and you’d need to look at each state’s statutes or the Secretary of State interpretation, to understand what everything else means.
Typically, most states want to know (1) a typical mailing address separate from the Registered Agent, and (2) where the company is either headquartered or operating from. Sometimes, either one or both are optional. Sometimes, a state will merge both into one reference (i.e. “Physical Mailing Address”).
The general rule-of-thumb, if one can be said to actually exist, is that states want a “valid mailing address, not PO Box”. Some states require that it’s within their borders (i.e. California), but most don’t.
Your bank’s requirements are unique to your bank, and not fixed in law or statute anywhere. If you think about it, what you said about your bank’s requirements are sort of ridiculous for a bank, if you think of a larger company. What chance do you think Apple Computer Corp or Intel will have their tax forms match what’s on their company state registrations?
A CMRA will usually work for Wyoming and bank requirements, but not all banks.
I just want to make sure that I understand what you’re saying.
If I use a CMRA address for my “Mailing address,” and “Business address” on my EIN/SS-4 application, and also as my “Principal Office address” and/or my “Mailing Address” on my articles of organization, it is indicating that my “place of business” is the CMRA address. And this is acceptable because by having mail processed in that location, I am “doing business there”.
If I have understood all of that correctly, does it mean that I am subject to state taxes in whatever state I have my “principal office” or “business address”? For example, I had been thinking of having my CMRA in NM, with my LLC organized in another state, but I do not live or work in either state.
I wish I could give you a more specific and definitive answer, but the answer depends greatly on the state and what you’re doing.
So for example, just because you purchased a Virtual Mailbox from us (a CMRA, located in New Mexico), and listed it as the location for your business, doesn’t necessarily mean you’re “conducting business” in the State of New Mexico. You really need to look at “what you’re doing,” and where. It’s a factual question. And, this could mean you’re actually doing business where you’re residence is located, even though you are indicating your business’ principal address or office is located somewhere else.
p.s. my business (LLC) will be entirely on-line (I would be working remotely, in different states or overseas, selling ‘digital goods’, with the number of my transactions in each state well below the “nexus thresholds” for sales tax).
True, but the business is still being “operated” otherwise it wouldn’t be hiring vendors, opening accounts, etc.
For some states, that’s all it takes to be “doing business” within the state boundaries. Also, how are you going to pay yourself? Some states will have financial thresholds (i.e. California), or if you pay yourself a W2 wage, then you’re definitely doing business in your home state.
I have a quick question. ((In New York State), can I still write off my home office if I have a registered agent in the state of New York?
You need to consult with a CPA on what is, and is not, acceptable related to home office deductions. Typically, a registered agent for a company will have no bearing on the home office, because a registered agent doesn’t have any legal responsibility to or for the company, other than to transfer legal notices and correspondence. The registered agent doesn’t operate your company, and has no role in operations, and therefore shouldn’t really be a factor.
But please double-check with a CPA.
Thank you. Larry.
First, I absolutely love the site and content provided. Everything here is extremely helpful and informative so I’ll thank you in advance now.
I’ve read more than a dozen questions and answers above and I’m sure I’ve got the “registered agent/business address” concept understood. If I’m on the states (NY) website creating my own business entity (LLC), I’m going to be the registered agent, organizer and the filer. I’m also going to purchase a virtual office prior to filling out the articles of organization so my professional office space (virtual office) is the official address of my business and NOT my home address.
They ask for all of the above name & address in the process. My question… Can I use my LLC’s virtual office address for the registered agent, organizer & filers address as well?
Thank you for your time in advance.
I do apologize for the delay in responding to you. I get too busy, and don’t monitor this frequently enough. If anyone needs an answer to something right away, please contact us or consider a 30-minute business attorney consult.
The answer to your question depends on two things: state law and whether your virtual office has the physical ability to accept “service of process,” which means being able to accept a court summons or subpoena from a sheriff or process server.
In regards to the “state law” issue, I am not a NY licensed attorney, so cannot answer off the top of my head. I would say, ask the SOS office what their address requirements are, or check the instructions on whatever form you’re filling out. You can usually get the answer there.
Good luck to you. Larry.
Hi Mr. Donahue,
Great information! Thank you.
I have a question regarding; resident agent vs physical address for my business.
I am a physician and about to start my own company. I am in the process of finding a physical location but in the meantime would like to get credentialed by insurances, so that I can see their patients. The process usually take 3+ months (get credentialed) and therefore would like to start ASAP, so that i can see patients on day 1.
Can I use the resident agent address for my credentialing in Maryland?
Thank you, and I look forward to your response.
First, as the point of this article says, you shouldn’t use your Registered Agent address for anything other than the Registered Agent — unless you actually own or control the address.
With that said, tt really depends on what address the insurance companies are asking for, when credentialing you.
If you can legitimately receive mail to that address, and the insurance companies are just asking for a “mailing address,” then you can certainly use that address.
If the insurance companies are asking where you are providing medical services, then of course, you cannot use that address.
Can I have a corporation registered in Ohio, with a registered agent in Ohio, and a physical address in Washington?
Thank you for the great post. I read all the comments from 2016 through 2022. I have a few questions:
1) I’d like to file a single member LLC in California using a virtual mailbox, which is in another city of the same state, for my online business. I will work from my home. As to the local business license, should I apply for the license from the the city where the virtual mailbox is, or from the city of my home?
2) The cities do not accept a virtual mailbox as business address. If I use my home address to apply the business license, it will be different from the address on my LLC formation records. Will this cause legal problem?
Thank you! Christina
Great questions, and hard to give you an “absolute” answer here, as it depends on the type of business you have and the city ordinances with respect to your business. For example, if you’re shipping a lot of product from your home, or providing “adult” services of some type, I would expect your local city (i.e. where you live) to have something to say about that. It would be best to pick up the phone, talk with them, explain your situation and see what options available to you.
As it relates to your second question, many companies have many addresses (think Amazon or Intel). Therefore, I don’t see a problem using one address for your local business license, and a different address for your LLC formation records. With that said, you can run into “annoyances” related to banking or merchant accounts, where they may want to see some consistency — although not legally required, short of making sure you comply with your local city’s laws, per my suggestion in my first paragraph.
I hope this helps. Good luck to you.
does your reply to Rory apply to all states or just to Ohio?
My answer to Rory applies to MOST (not all) states. For example, California and Oregon have some restrictions requiring addresses in their home states — and worse, reject virtual addresses like a valid CMRA with the USPS. Frankly, this is short-sighted and stupid on the part of these states, since there are a lot of businesses that want to comply with the law and register (and by their fair share of taxes), but not ready to take the plunge (or added costs) associated with actually leasing space in those states.
I live in IL and want to use a virtual business address in a different state to protect my privacy. I am starting an online llc for animation design. When I register my business with the out of state virtual address to obtain an EIN does that mean my business formation records will show the out of state virtual address, or will it be IL since that is where I live. What state would my business show up as registered?
Also does the register agent need to be located in IL since this is where I live, or do they need to be in the same state as the out of state virtual address?
Thanks for the help
Thank you for your question. First, let me explain the right way to do business anonymously when you’re a resident of Illinois:
YOU – – > (own) an Anonymous LLC in WY or NM as a Holding Company – – > (which owns) a Regular LLC in IL as your Operating Company
Why? Read the knowledge base article about it. 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:
There are a LOT of legal and tax reasons why we make this recommendation, and we have a lot of content that goes into the details. The quick overview is that you’re legally required to register your business in the state (or states) where it is “conducting business,” and the legal definition of “conducting business” is not “where are your customers?” It’s a lot more broad than that, and includes things like where is your base of operations, where do you have W2 employees including yourself, and much more. Each state has it’s own spin on this, so it’s difficult to give you all the issues. Also, having a “local LLC” for your operating company simplifies a lot of things, including getting a bank account, compliance with local law as things change over time, and growing and expanding your business over time.
With all of that said, specific answers to your questions are: You need a Registered Agent for each company, and in each state every company is registered in. Be careful where you grab a virtual address, because you could create inadvertent tax consequences if you’re not careful.
Thank you. Larry.