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Why is it Bad Practice to Use Registered Agent Address as Company Address?

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Almost all LLC registrations in the United States require the “Physical Mailing Address” of the company to be identified. The general rule is that such an address can be located anywhere, it just cannot be a PO Box. Some states, such as Alabama (AL), California (CA), Massachusetts (MA), Maryland (MD) and Oregon (OR), even require that such an address be located within their state’s borders.

Some of our competition will permit their Registered Agent address to be used as the company’s address. If you call the Secretary of State’s office, they will also tell you that the Registered Agent address can be used as the company’s address.

We do not allow this, UNLESS you actually own or control the Registered Address (which means you’re acting as your own Registered Agent). This is because doing so can potentially eliminate the liability protection of the LLC.

If you’re not your own Registered Agent, then you SHOULD NOT USE the Registered Address as your company’s business address. The reason is this address is not in your control. Seldom will they be equipped to actually process mail, and unless you’ve filled out USPS Form 1583, the Registered Agent is not authorized to be a receiving agent for you. In short, you would violate US Postal Service regulations.

Filing a LLC like this would be considered a “fraudulent filing.”

Because of this, if the LLC is sued and a skilled plaintiff’s attorney figures this out, they can use this as a reason to “pierce the corporate veil” of your LLC and therefore sue you personally.

The best practice, is to either use an address under your control or (if you’re concerned about anonymity), purchase an actual virtual office or mailbox. When you do this, you’re actually under contract to lease / rent that mailbox and you are actually conducting business using that mailbox. To do this properly, you actually need to sign USPS forms and meet their requirements for the use of such a mailbox. This means you are certainly under control of the mailbox.

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2 comments

  • So what is the purpose of having a registered agent then? I thought the purpose is for them to receive all legal correspondence mailed by the state and or being served. The law states someone has to be available during normal business hours to sign for a summons or any or legal correspondence and that’s that registered agent. So how does having a virtual mailbox that is like having a PO box with it saying PO Box legal? You are still using that virtual mailbox business as your address is well which means the veil can be pierced from that aspect as well.

    • Hi, Perry.

      Let’s keep in mind the original purpose and intent of a “Registered Agent.” A Registered Agent is someone who can accept service of process and legal notices on behalf of a company. By publishing this information, and requiring companies keep this information up-to-date, the “state” (i.e. government, courts, opposing parties, etc) have a place to send legal notices without having to spend too much effort actually finding where a company is located.

      If a legal notice is sent to a Registered Agent, such as a complaint in a lawsuit, and the company doesn’t respond to it, courts will have less concerns about rendering default judgements and helping that “justice is served”.

      Yes, the “Registered Agent” can accept “notices,” whether hand-delivered, mailed, faxed, etc.

      Your question is trying to conflate or expand the role of the Registered Agent, to accept “all mail” on behalf of the Company, but it’s not legal. Why?

      Let’s look at the US Postal Service (or USPS). Mail in the United States is regulated by the USPS, which itself is regulated by the Postal Regulatory Commission (See https://www.prc.gov/). It’s really a thing. USPS has numerous rules about how mail is handled in the United States (Start here: https://about.usps.com/resources/publications.htm“). One specific “Manual” you want to look at, is the “Domestic Mail Manual ‘DMM'”, and more specifically, 500 Additional Mailing Services, 508 Recipient Services, 1.8 Commercial Mail Receiving Agencies.

      The USPS has established guidelines (and requirements) on who can accept mail on behalf of a third-party. And, the USPS has requirements, processes and procedures. If you think about it, it makes a lot of sense. The USPS wants to be able to hold businesses and individuals accountable for misdirecting the mail, stealing, dealing with prohibited items, using the mail for criminal activities, etc.

      This is what UPS, Mailboxes Etc, our Virtual Mailbox Service and every other legitimate mailbox provider must contend with. When a mailbox provider requires you to fill out USPS Form 1583, they are following USPS regulations and you therefore have legal precedent and authority to claim your “physical mailing address” is actually the mailbox provided to you.

      This is why a mailbox provider is different from the Registered Agent: The Registered Agent doesn’t know you from Mickey Mouse. The Virtual Mailbox provider DOES know you, because they are required by USPS regulations to get two forms of ID, one a picture ID, and the addresses have to match the mail recipient. This means — with a legal mailbox provider — a real person can be held responsible in instances of wrongdoing or criminal acts.

      When you use a provider that does not ask you to fill out Form 1583, they are not operating as required by law. Sure, you may save a few dollars, but if your company is in a lawsuit, a competent attorney will examine the formation circumstances of your company, and if they figure out you’re using an illegitimate mail provider (i.e. your Registered Agent), you can expect that attorney to try and “pierce the corporate veil” by arguing your company was setup with fraudulent intent. If you and your company receive a default judgement, and you try to seek to set such default judgement aside, you can expect the opposing counsel to blame the “fraudulent setup” of your company and seek to oppose your motions.

      This is why we say using the Registered Agent for your company’s address is bad practice. You’re basically giving an opposing attorney another “arrow in the quiver” (so to speak) in an attempt to destroy the liability protection afforded by a company.

      Larry.

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