In every state where your business or nonprofit is registered to operate, you must appoint a registered agent to receive notices of lawsuits and other official state documents for your organization. A registered agent must have a physical address within the state that is open during business hours to receive your documents.
This is not the same as a mailing address, or a principal business address, each of which serve different functions depending on the state. Understanding the differences can help businesses and nonprofits set up their entities to meet state requirements, preserve important legal protections, and strike an appropriate balance between privacy and accessibility.
Registered agents give the state a place to serve notices of lawsuits, called service of process, and other official documents. In some states, they are called resident agents, service of process agents, statutory agents, or other names. Legal documents are often served in person, and may require signatures, which is why the registered agent needs to be available in a physical office location during regular business hours.
In most states, any physical office address within the state will meet the requirements. If a state requires a business address within the state, you can generally use a registered agent address.
These can be called principal office address, corporate address, principal place of business, or other names in different states. Principal place of business generally means your base of operations, where you carry out the everyday work of the organization. It is not necessarily located in your home state of incorporation. Many businesses are incorporated in a different state from the one where their principal office is located. Some courts have defined principal place of business as the “nerve center” of the business, where decision-making power is concentrated. Others have used a “business activity” approach that is similar to the idea of a nexus of operations.
Many organizations establish a separate mailing address, such as a P.O. Box or virtual office. For home-based organizations, this can be valuable for protecting privacy and separating business transactions from personal ones. Mailing addresses are also practical for virtual or dispersed businesses.
At a minimum, when you form an entity or register it in a new state, you’ll need to provide a registered agent address. In some states, you may also need to provide a principal business address and a mailing address, if you have one.
In some states, North Carolina and Virginia, for example, you cannot use the registered agent address as your principal office address. If you are in a state that allows you to appoint someone in your own offices as registered agent, you may want to think twice about doing so. Your registered agent address is a matter of public record, and it’s also the starting point for someone who wants to start a legal action against you.
“A registered agent isn’t simply an address,” notes Compliance Specialist James Gilmer. “A registered agent serves a hyper-specific purpose, to handle legal documents.”
By appointing a professional registered agent, you are assured of the following:
Maintains privacy and confidentiality: When you use your business address as your registered agent address, you run the risk of being served notice of a lawsuit at your business. In addition, you run the risk of confidential notices passing through the hands of staff members before you have a chance to review them. With a professional registered agent, you always know that confidential documents are handled discreetly and appropriately.
Allows timely response: If you appoint an individual or staff member as your registered agent, your legal notices may be set aside by someone who doesn’t understand their urgency, or mixed in with other correspondence. In legal matters, any delay puts your organization at a significant disadvantage, and can even lead to a default judgment being filed against you if you fail to respond in time. A professional registered agent ensures that your documents are forwarded immediately for response.
Ensures foolproof delivery: The sheriff, unlike the postman, doesn’t ring twice. If someone is on vacation or your offices are closed for a holiday when the state attempts delivery of service of process, your papers are simply reported as undeliverable and the lawsuit proceeds without you. When that happens you are still liable for the contents. A professional registered agent is on duty 24/7, 365 days of the year.
Provides a consistent mailing address: Another benefit of a professional registered agent address is that it provides a consistent address for your entity. If you change office locations, all you have to do is notify your agent of the new forwarding address. You won’t have to file a change of address with the state.
James recommends asking a compliance specialist for advice when in doubt about what address to provide on a state form. “Every type of corporate address has a specific function,” he says. “The appropriate choice will depend on the specific circumstances. It’s all part of providing correct information to state agencies for every type of corporate record.”
If you need help with any state filings, or if you have questions about appointing a registered agent, get in touch with one of our specialists or give us a call, 1-888-995-5895. We’re here to help.