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.
65 Comments
So what is the purpose of having a registered agent then? I thought the purpose is for them to receive all legal correspondence mailed by the state and or being served. The law states someone has to be available during normal business hours to sign for a summons or any or legal correspondence and that’s that registered agent. So how does having a virtual mailbox that is like having a PO box with it saying PO Box legal? You are still using that virtual mailbox business as your address is well which means the veil can be pierced from that aspect as well.
Hi, Perry.
Let’s keep in mind the original purpose and intent of a “Registered Agent.” A Registered Agent is someone who can accept service of process and legal notices on behalf of a company. By publishing this information, and requiring companies keep this information up-to-date, the “state” (i.e. government, courts, opposing parties, etc) have a place to send legal notices without having to spend too much effort actually finding where a company is located.
If a legal notice is sent to a Registered Agent, such as a complaint in a lawsuit, and the company doesn’t respond to it, courts will have less concerns about rendering default judgements and helping that “justice is served”.
Yes, the “Registered Agent” can accept “notices,” whether hand-delivered, mailed, faxed, etc.
Your question is trying to conflate or expand the role of the Registered Agent, to accept “all mail” on behalf of the Company, but it’s not legal. Why?
Let’s look at the US Postal Service (or USPS). Mail in the United States is regulated by the USPS, which itself is regulated by the Postal Regulatory Commission (See https://www.prc.gov/). It’s really a thing. USPS has numerous rules about how mail is handled in the United States (Start here: https://about.usps.com/resources/publications.htm“). One specific “Manual” you want to look at, is the “Domestic Mail Manual ‘DMM'”, and more specifically, 500 Additional Mailing Services, 508 Recipient Services, 1.8 Commercial Mail Receiving Agencies.
The USPS has established guidelines (and requirements) on who can accept mail on behalf of a third-party. And, the USPS has requirements, processes and procedures. If you think about it, it makes a lot of sense. The USPS wants to be able to hold businesses and individuals accountable for misdirecting the mail, stealing, dealing with prohibited items, using the mail for criminal activities, etc.
This is what UPS, Mailboxes Etc, our Virtual Mailbox Service and every other legitimate mailbox provider must contend with. When a mailbox provider requires you to fill out USPS Form 1583, they are following USPS regulations and you therefore have legal precedent and authority to claim your “physical mailing address” is actually the mailbox provided to you.
This is why a mailbox provider is different from the Registered Agent: The Registered Agent doesn’t know you from Mickey Mouse. The Virtual Mailbox provider DOES know you, because they are required by USPS regulations to get two forms of ID, one a picture ID, and the addresses have to match the mail recipient. This means — with a legal mailbox provider — a real person can be held responsible in instances of wrongdoing or criminal acts.
When you use a provider that does not ask you to fill out Form 1583, they are not operating as required by law. Sure, you may save a few dollars, but if your company is in a lawsuit, a competent attorney will examine the formation circumstances of your company, and if they figure out you’re using an illegitimate mail provider (i.e. your Registered Agent), you can expect that attorney to try and “pierce the corporate veil” by arguing your company was setup with fraudulent intent. If you and your company receive a default judgement, and you try to seek to set such default judgement aside, you can expect the opposing counsel to blame the “fraudulent setup” of your company and seek to oppose your motions.
This is why we say using the Registered Agent for your company’s address is bad practice. You’re basically giving an opposing attorney another “arrow in the quiver” (so to speak) in an attempt to destroy the liability protection afforded by a company.
Larry.
So in Washington I was not allowed to use a PMB as my address, and I am doing business from my home. I had aIready signed up for my PMB only to be sent a letter from SOS that it was not accepted. I don’t want my personal address on record so that anyone can just show up at my house. What other way would I be able to get a business address that isn’t my own or a family member? I had one option for a virtual address in my town and it wouldn’t work.
Washington is a problem we do not have a good answer for, unfortunately. What you can try, is a virtual office. You’re basically subleasing space with a real address. It’s more expensive than a virtual mailbox, but should do the trick.
Hey, Larry! Thank you for all your responses.
If my registered agent has a virtual address (mailbox) in NJ can I use that as my registered agent address and business address as well?
Hi, Mo.
I’m not sure I fully understand your question. So, I’ll answer it this way:
You need a different registered agent for each company and in each state. You cannot assume someone will be a RA for company B, just because they are for company A. You need their sign-off / approval (at the very least, so they know where to forward legal service of process).
Typically, almost all states require an actual physical address for the RA, not a virtual mailbox. Not all states are like this, but most. I don’t know where NJ comes out on this.
Sorry. Larry.
Let’s say we are our own registered agent but we don’t want to use our personal address but the address of our actual business where our product is, can we do that? I don’t like the idea of my home address being available online.
Yes, you can certainly do that as long as it’s a real, physical address that you are in control of (i.e. because you own or lease the property). Just take care to update it if you move your business.
Larry.
Hi Larry
I provide registered agent services and was wondering if as a commercial registered agent can I use a mailbox service to receive the mail on other companies behalf?
Thanks!
Hi, Hannah.
Typically not. Almost all states that I’m aware of, require an actual physical address they can send a sheriff to serve the actual RA. Mailboxes sort of frustrate that purpose.
I am not licensed in WA, however, so you may want to consult with a WA-licensed attorney who can render you an official legal opinion that you can rely on. Therefore, if you did go forward and the attorney gave you a legal opinion that said it was okay, and it turned out to not be okay, if there were criminal penalties associated with that, your opinion letter may help you fight off the criminal sanctions (if any).
Larry.
Hi larry, What form would i need to fill out to have a virtual mailbox?
Thanks,
andrew
Hi, Andrew.
Every virtual mailbox provider that is a valid CMRA with the USPS is required to have customers fill out Form 1583 (learn more).
Thank you. Larry.
I’m looking to establish an S Corp outside of the county i live in to avoid the high insurance prices that go along with my business if it were to be established here. Can i use a Registered agent service for that?
Hi, Connor.
First, you can certainly use a Registered Agent service for a company you’re forming.
But, I’m not sure you can accomplish what you’re seeking at least as it relates to a S-Corp. Why? Well, if you’re a US-citizen wanting to form a S-Corp outside the US, I’m not sure what country that would be. I’m not sure what countries support the US-equivalent of a S-Corp and as a US-citizen, that’s not going to help you avoid liability or shift your insurance costs.
If you’re not a US-citizen, and interested in a S-Corp in the US, well that won’t work either. That’s because only US citizens can be owners of a S-Corp (otherwise, the S-Corp looses its status as an S-Corp, and becomes a C-Corp).
Larry.
Pitching in because I’m in a similar position and would like to know the answer. Connor actually asked about establishing an S Corp outside of the “county” he lives in, not the “country”.
Hi, Thien.
Thank you for bringing my misinterpretation of Connor’s question to my attention.
Unfortunately, this is a question I’m going to need to punt on — because the answer is very much specific to state law — and I’m thinking the question relates to New York, although I cannot remember why I think that. If it is NY, then you really need to hire a NY-state licensed attorney to weigh in on this — unfortunately I have no NY licensed attorneys to answer this question accurately.
Other than the specific state law issue, I can say that insurance policies will generally relate to where you’re doing business, not just where your principal office is located. If you’re not answering the insurance application questions accurately, they will simply decline coverage when a covered event occurs.
Larry.
The multiple paragraphs you wrote in response to Perry are all well & good, but they ignore the heart of the issue, which was also Perry’s point:
Lawsuits can be, and are, served via USPS Certified or Registered Mail.
Now that we’ve established that, we can get back to Perry’s point that your reply, though long, managed to completely ignore.
You can’t have it both ways.
Either:
a) Registered Agents can’t accept mail on your behalf, which includes service of court filings, and are, thus, completely irrelevant and unable to legally do their job
or
b) Registered Agents are legally permitted to accept mail on your behalf, which includes, but isn’t limited to, service of court filings
There is no “c”. Nothing in the DMM makes an exception between service of court papers and/or Certified Mail and/or Registered Mail and/or normal, regular, First Class mail. Under the DMM that you, yourself, quoted, they can either accept mail–any mail–on your behalf or they can’t.
Perry didn’t “conflate” or “expand” anything, because the DMM doesn’t draw the distinction you’re drawing about “notices”. Mail can either be accepted on your behalf at that address, regardless of what it is & who it’s from, or it can’t.
So which is it?
Hi, there.
I’m not sure I agree with your two options. Would you agree with the following tweaks to your two options?
a) Registered Agents can’t accept mail on your behalf, which includes service of court filings, and are, thus, completely irrelevant and unable to legally do their job, if they are a third-party entity to the company and they are not properly registered with the USPS as a CMRA, and not following the requirements of the DMM
and
b) Registered Agents are legally permitted to accept mail on your behalf, which includes, but isn’t limited to, service of court filings, if they (i) are a third-party entity with respect to the company and are properly registered with the USPS as a CMRA, following the requirements of the DMM, or (ii) they are a directly connected to the company — such as a beneficial owner — and therefore not a third-party entity with respect to the company.
If you agree with my tweaks, then there is obviously a “c”, and it’s not related to the type of correspondence but the status of the entity as it relates to the company, and whether it is following CMRA/DMM requirements.
Is your issue that state law doesn’t go into greater detail about the qualifications of a RA?
Larry.
I agree with Larry but, with all due respect, I don’t think he has explained it clearly.
First, let’s clarify some terms. Here we are talking about a third-party registered agent service. A “physical address” means the address that is listed with the Secretary of State as the company’s business address, but a “mailing address” is where the company receives its mail — just like a person can live in a house but have a P.O. box. Two different things.
Second, let’s be clear about the concept of legal agency. Every agency relationship has “scope” — the range of the agent’s powers. A talent agent has the power to negotiate a client’s movie deals, but not to sell the client’s house.
“Registered agent” is short “registered agent for service of process.” Service of process means being served legal papers. The Corporation Code requires every company to have an RA. Then other laws (like the Code of Civil Procedure) say that one way you can serve process on a company is by delivery to its RA.
The law also requires companies to have a physical address. Under some circumstances, service of process can also be delivered there. But the physical address can have other legal effects too, such as determining where (in what county) a company has legal residence, and therefore where it can be sued. An RA *can* agree to let you list their address as your physical address. But that doesn’t mean you should do it, and there are legal reasons why maybe you shouldn’t.
As for receiving general mail, the USPS Domestic Mail Manual, ch. 508, sec. 1.4.1 allows delivery to “any person authorized to represent the addressee.” USPS will deliver legal papers to an RA because the RA is authorized to receive them. But they can’t receive all mail just by virtue of being an RA. To do that, the Postal Service requires them to register as a CMRA (DMM ch 508, sec 1.8). So if they are a registered CMRA as well as RA, then they can receive all mail.
Thank you, Kevin.
I have no excuses for not being clearer, and appreciate you doing so. Your clarifications are well-received. Thank you again.
With that said, I do need to clarify what you said a bit further: Specifically, you’ve separated “physical address” and “mailing address”, and this is appropriate for some states but not all. Some states, such as New Mexico for example, want a “physical mailing address” and leave it at that — and I tend to gloss over the distinction myself — and such states will define (and enforce) this as one or the other. I don’t have a list of this, but I should probably have one of my interns do the research, and we should publish that.
Stay tuned.
Larry.
I am trying to start an online business in Washington state, and like you implied they don’t make privacy easy for those starting a business from home. Is a virtual mailbox (not virtual office space), with USPS form 1583, an option for my “principal office” address then? Or is that considered a PMB as well? The virtual office spaces around here are out of my price range for the time being.
Thank you for your time.
Hi, Jamie.
Virtual mailboxes are PMB’s.
Larry.
Can you pierce a SMLLC veil if someone lists himself – single member as the registered agent for his LLC but is not present to receive a court summons but he is off doing his business ?
Hi, Anne.
You’re mixing two issues: “Piercing the corporate veil” which typically requires some wrong-doing, such as not following corporate formalities, undercapitalizing the company, commingling funds, etc. Who is acting as the RA has no bearing on whether a plaintiff can pierce the corporate veil.
In almost all states, if you want to sue a company, you serve the RA and/or one or more of the owners. If the RA happens to be the owner, and isn’t accepting service of process because he or she is unavailable, they are doing that at their peril. As long as a plaintiff can show the court they delivered the proper documents to the registered office (or attempted to do so), most judges will permit the lawsuit to proceed. Therefore, playing games by not being available to receive a summons or complaint, is just a good way to risk a default judgement.
Default judgements are very bad. The reason is, you’re not there to defend yourself. The other party is free to argue reasonable damages and more. You’ll end up with a much larger judgement, and once it’s defaulted, it’s really hard to overturn in most jursidictions.
Larry.
Washington State RCW (note the final line regarding purpose of location).
Principal Office Address Requirement: (RCW 23.95.105 (27))
The Principal Office (formerly Principal Place of Business) address must be the street address of the business. A PO BOX or PMB will not be accepted for filing. Depending on how you are structured, this address can be the same as the Registered Agent, or it can be a separate location where records are maintained.
Hi, Tom.
Sure, assuming you or your company has control over that address.
Larry.
What are the disadvantages of using one’s physical residence address as the registered agent address? Could doing this enable piercing of the corporate veil?
Hi, Daniel.
Assuming you’re referring to your “primary residence” for your business, there really aren’t a lot of legal problems with it — assuming you’re in control of your primary residence. The typical disadvantage is you’re publishing your home address, which may be a problem for certain types of businesses.
Larry.
Hello Lary,
I live in Nevada but I am opening my LLC in New Mexico. I already have a registered agent but what address should I put as a primary business address ? Should I buy a virtual address from Nevada or New Mexico ?
Hi, Charlotte.
Sorry for the delay responding. I don’t check the comments as frequently as I probably should.
My argument is that for the “primary business address,” it should be an address under your control. That would be a physical address you (or your LLC) actually owns, or has an actual lease. Alternatively, a valid CMRA-based mailbox.
Otherwise, if you simply use an address some random third-party permits you to use, but you don’t actually have a lease or have filed a proper Form 1583 with the USPS, you can potentially lose your liability protection because you give a plaintiff an opportunity to argue they should be permitted to pierce the corporate veil because your company’s registration is fraudulent.
Larry.
Hello.
I have 2 questions.
1. I moved from IL to PA. I have C corporation.
Is it ok to do “foreign filing”? Will I keep my EIN and bank account?
2. I currently should renewal my company. When I try to renew online on cyberIllinois.com (secretary of state), what should I choose.
Annual Report Filings
Allocation
Option A – All property owned by the corporation is located in Illinois and all business transacted by the corporation is in Illinois.
Option B – The corporation elects to pay its annual franchise tax based upon 100% of its total paid-in capital.
Option C – The corporation owns property outside of Illinois and/or transacts business outside of Illinois.
P.S. Can I use my friend address in IL, for register agent?
Thank you for your answers.
Hi, Pavel.
Answers:
1. Is it okay to do a foreign filing? Absolutely, and since it’s the same company (i.e. an IL Corporation) that is now registered to do business in another state (i.e. PA), it’s really the same company with the same EIN and bank account and credit and everything else.
2. I would pick Option C, if that’s true. Yes, you can use your friend as the Registered Agent, provided (1) you can trust him or her to actually deliver you important legal notices if you get them, and (2) said friend actually has a physical address in IL.
Good luck to you. Larry.
Hello! Can I use my Registered Agent address as my business address but also have a mailing address listed? Please let me know if this is possible.
The quick answer is “yes.” The longer answer depends on whether you already have your entity formed or not, and what state you’re in. Some states permit this as part of the formation process. Others do not. Either way, you can certainly “amend” your Articles to add another address.
First, thank you for taking time to answer all of our questions. Greatly appreciated. As a newly formed LLC, I think I sort of get it. Are you saying as a Registered Agent, under that classification, they are in a position to accept notices…which is their job. However, anything outside what qualifies as legal notices, business magazines, solicitation mail, etc….they are not permitted to accept unless they have form 1583 filled out? Another question, as a business that is fully remote, 100% online, the business address was for privacy purposes, but I am utilizing a different address for mail, and decided I did not want the registered agent to be in control of that. Isn’t that okay to do?
Hi, Mo.
There are two issues here: First, is a RA permitted to “receive mail” (from the USPS) for a third-party without being a registered CMRA with the USPS? The answer is “no”, although it’s a gray area because they are permitted to receive legal notices, although legal notices are traditionally summons and subpoenas dropped off by the local sheriff. State law isn’t specific. But, federal law is: The USPS is in charge of mail, and the USPS requires CMRA’s to be properly registered and have a formal process for the 1583.
The second issue is, irrespective of what the RA is or isn’t permitted to do, the question is, “Is your company properly identifying its physical mailing address on the State filing?” If the answer is “no”, because of what I’m saying here, you could jeopardize the liability protection of the company because you’ve given a plaintiff an excuse to argue piercing the corporate veil because of the fraudulent filing.
If I’m understanding your last question, you have two addresses: the RA and one for mail. That is perfectly acceptable, assuming both are legitimate.
Good luck to you. Larry.
Hi Larry! This is a great discussion. You’re the first person I’ve seen to address this issue. If you have time, I have a couple questions.
So, I list my RA address as my mailing address with the Secretary of State. This address is for LEGAL mailings for service, and the RA will accept legal mailings. So, is it truly illegitimate to put the RA address? Or is this address for more than legal mailings?
Next, California distinguishes between the business address and the mailing address on its Statement of Information.. This blog is specific to the “mailing” address, correct? Acceptable practice could include listing all addresses as your RA address, except the mailing address? Yes?
Thanks again!
Brian
Hi, Brian.
First, I know this is very confusing, but just because you can do it (i.e. the SOS permitted it, and/or the RA does it), doesn’t mean it’s actually legal from a federal standpoint. What you described doesn’t meet USPS regulations, and therefore, the way you’ve set this up can potentially be taken advantage of by a plaintiff’s attorney suing your LLC, and who wants to pierce the corporate veil (i.e. by arguing you fraudulently filed your LLC, since it violates federal law and USPS regulations).
Second, different states will phrase this differently. But, in the end, most states want a valid address they can send a sheriff to. This would be the “business address,” and what I argue should be a legitimate address you control. The “mailing address” can be where you receive mail, and therefore locations a sheriff cannot be sent (i.e. a PO Box), but it should still be lawful (i.e. if you’re using a 3rd party mailing service, are they a valid CMRA?).
Larry.
I’m in the process of starting my LLC. I live in Ohio and plan on using myself as the RA. I do not want my “residence” being the address or being in public records. In Ohio we are permitted to using a P.O. Box. This is the route I would like to take. What are your takes of this? I want to be in compliance however want to have personal privacy. Just seeking feedback people with knowledge! Thank you
I’m surprised to hear that OH is still permitting a PO Box. Most states have started taking actions to prohibit this practice.
The biggest problem, simply, is that a local sheriff doesn’t have the authority to walk into a USPS and request they sign for receipt of a summons. I’m sure that’s not going to stop some sheriff’s deputies from trying, but it would be good to make sure the USPS will sign for service of process, etc, so that you don’t miss important legal notices.
Hi Larry, great article. Thanks for the sharing your knowledge with us. I am from India citizen and currently in India, I have never been to USA. My renter (common desk/anytime mailbox) did ask me to fill out form 1583. I got the mailing address from them in Texas. I got my SM-LLC registered using this mailing address address. I got my EIN from IRS on the same mailing address. Our company provides service which can be done 100% online.
1) Is it okay to use mailing address as a LLC filing address in Texas & EIN.
2) Currently I am using a registered agent as a separate service. I intend to however change the RA and use RA as a LLC filing. Is this okay? (I intend to continue using the common desk/anytime mailbox services for receiving mails.)
3) I want to use registered agent address as a filing address because most of the brick and mortar banks require a physical address and they do not accept virtual office addresses. I want to open an checking account with Chase or Bank of America and hence I will try to get a lease agreement & utility bill from the registered agent.
Hi, there.
Thank you for your question. Answers are:
(1) Yes.
(2) Not sure I understand the question, but you only want to use an RA that is willing and agrees to be a RA. They will need to sign an Appointment document, and they will need to receive service of process on behalf of the company. Assuming they are willing to do that, then you should be okay.
(3) If the RA is a formal CMRA with the USPS, and issues you a Form 1583 to properly fill out, then this is okay. Otherwise, it is not.
Larry.
Hello, I’m forming an LLC in New Jersey. Okay, got it, so you should not use the address of the Registered Agent as your company’s address. So.. I currently have a digital mailbox, from iPostal1, which did make me fill out USPS Form 1583. My question… can I use my digital mailbox (company’s address) as my Registered Agent??
Also, I see ZenBusiness is good as a Registered Agent (to keep my company in good standing). Would it be unnecessary to have my company address as the digital mailbox ..then ZenBusiness as my Registered Agent (aka another address). Essentially, I’d then have 2 different addresses which I’m not sure if that just means an unnecessary headache because I’m going to have important documents going to two places. Or, is this actually the “better” “smarter” way to do it?
Looking forward to getting some guidance.
Hi, Rebecca.
You cannot use your mailbox as a Registered Agent, unless they agree to it. If so, they will need to fill out a form that is typically (depending on the state) called a “Appointment of Registered Agent” document that is submitted to the state.
I’m not sure I fully understand your question in the second paragraph, but typically companies will have TWO different addresses showing up on their paperwork: The “physical mailing address” of the company (which shouldn’t be your RA address, for all the reasons I’ve mentioned in this article), and your RA address. It is two addresses, but the smart way to do this to prevent a plaintiff attorney from claiming a fraudulent filing in an attempt to pierce the corporate veil of the company.
Larry.
Hi,
The physical address of the business, the individual 3rd party registered agent, and the residential address of the owner are all the same? Is that even possible to happen?
Doesn’t sound like it.
If my law firm was filing a lawsuit against such a company, we’d use this as a reason to try and pierce the corporate veil and hold the owner (or owners) personally liable for whatever damages we were seeking against such a company.
The reason I asked is because I work in a bank where I check each business requirements before they can open a bank account and I noticed that there are some companies that have one address registered as the physical address of the business, an individual third party RA and the owner’s address. I usually notice this scenario in FL Secretary of State docs. May I know why the SOS even allow this?
The SOS doesn’t validate information even a little bit. This is why you cannot use the SOS to determine ownership. Anyone can send in pretty much any information, and the SOS will dutifully record the information without validation.
Same goes for address information. The SOS will surely accept the RA address as being listed as the business address, and the SOS assumes you’re submitting lawful and proper information.
At the end of the day, the SOS is not the enforcer. The enforcer are banks (like yourself, if you figure out someone’s doing this) and/or the IRS and/or a plaintiff in a lawsuit.
Thank you so your knowledge. It’s definitely difficult to navigate through all the information. I think I have a somewhat difficult question.
I live outside the US, but have an APO address (however I can’t use it to form an LLC). I want to form an LLC in the state of Oregon and I just set up a virtual PO box, but from what I’m reading I can’t use it? I was planning on using it for the address of my LLC. I have an Oregon drivers license and Oregon is home for me when I travel to the states. I’m now at a loss on what to do.
Hi, Jenna.
Thank you for your service.
Unfortunately, the State of Oregon seems to have not considered active duty military when they created their restrictions. Great example of politics getting in the way of commonsense. You cannot form a company with an APO or other virtual mail service.
You CAN use your home address or other real, physical mailing address that you control. A leasehold (i.e. commercial lease) would qualify.
Larry.
Hello Larry,
Thank you for taking out the time to write your post. I am in the process of forming an LLC for an organization which is just in the starting phase and will likely remain in that phase for sometime. I don’t feel compelled to pay for a mailing address which I will hardly use for the time being. Should I be concerned about using my home address for the LLC filing? So much information is already available about us on the internet already. Do you think there are likely additional liabilities if our home address gets listed under the organization? Thank you.
Hi, Zane.
Thank you for your question, and it’s a good one.
Are there potential legal liabilities that could extend to you, by using your home address for the LLC’s physical mailing address? Probably not, but I cannot say “no” for sure or in all circumstances. For example, if a plaintiff’s attorney was suing your LLC and trying to pierce the corporate veil, you should expect that plaintiff’s attorney to use the fact that you’re operating out of your home (and if not, then claiming you’ve fraudulently filed your LLC’s Articles).
The bigger issues relate to the type of business you have. One of the reasons our Anonymous LLC is so popular, is that business owners can get harassed and therefore would like to avoid publishing their home addresses, which could then mean they are subjecting their family to potential harassment.
Businesses that seem to get harassed the most include any business that caters to or is vilified by the right or left on the political spectrum, landlords, so-called sin-businesses (i.e. alcohol, tobacco, pornography, and/or sexually explicit), and believe it or not, professionals including lawyers, doctors and accountants/CPA’s.
Larry.
Hi Larry, Thank You I seen this just in time. A third party company had me to fill out the 1583 Form, back in April for some companies I established with them LLC etc. I just rcvd a letter from the IRS that was TORN an OPENED forwarded from my Georgia Virtual Box to my Actual Address in Houston by that third party company. When I called them, they referenced they are allowed to open based upon the 1583 Form, However, no where on that form does it say they can open my mail! I just filed a Police Report against that company. I also spoke to the Post Master here in my city who says that is Fraud. Are they in the wrong? The 1583 Form doesn’t allow them this right, correct?
Hi, there.
No, the Form 1583 — by itself — doesn’t permit a CMRA (i.e. Commercial Mail Receiving Agency) to open your mail. Just receive it. There would (or should) be a second document — a services agreement — between yourself and your virtual mailbox provider, that would permit additional services or features, such as opening mail for you.
Note that opening mail, scanning and making available to you, is a common feature for virtual mailbox providers. We don’t yet provide this feature, but are shooting to make it available some time next year. It’s a difficult thing — opening mail — which creates a whole new layer of issues that we (as a law firm) are trying to work through.
Good luck to you. Larry.
Hi Larry, great blog, and a lot to learn here.
I have formed a Delaware C-corp, and I live in WA state. The registered address for the C-corp is my residence address. I like to launch a website for the company and post my company address, and I am thinking of getting a virtual office or a virtual mailbox (cheaper option via iPostal1). What do you recommend doing: the virtual office or the mailbox?
My bank, EIN, etc., is already registered with the company address as filed with DE, which is my home mailing address. I am trying to keep the home address which is the company address as private as I can.
A few years ago, the virtual mailbox was accepted by pretty much everyone everywhere, but I’m seeing the virtual mailbox less acceptable to some banks lately, so the virtual office is the way to go although it is more expensive.
I am starting my own business (service and maintenance of coffee machines), my LLC address will be my home address, then my wife could be my RA using the same address? So LLC, RA will have the same address and I am in control of the address since my wife and I live together. Is this possible without risking to “pierce the corporate veil”?
Yes. I think this is a sound plan. Your wife will need to sign the appropriate authorization to be the RA for the company.
Question : can we register and operate an online business from a different address that is not our residential address , such as the one of a person weather the address belongs to a person that will be my partner in business Or not
I’m not sure I understand your question exactly.
If you’re asking if you can use a friend’s address for your company, with that friend having no relationship to the company at all, then technically yes although it’s risky.
The reason it’s risky, is for all the reasons I listed in the article. Specifically, just because it’s a friend doesn’t mean they don’t have to follow USPS regulations. And, if you’re utilizing an address for your company that’s not following USPS regulations, you’re opening your company up to a piercing-the-corporate-veil argument by a plaintiff’s attorney should the company ever be sued.
Hi Larry, thank you for the clear and useful information. I’m a former resident of NM, working on my plan to move overseas. I want to start an LLC for an online business (my services are all online), and register/organize the LLC in a state like NM that doesn’t charge much for organization or renewal. I left NM a few months ago and only have a P.O. Box there now. I am in New York, at a friend’s place for the time being, until I actually move overseas (so not at an address I would use for the business, ideally). The bank where I plan to open my business bank account says they will validate my business’ authenticity by checking to see that the address I use for my EIN (SS-4) is the same as my business’ address. Ideally I want to use a Registered Agent as a Receiving Agent (with Form 1583), *or* a CMRA to receive my mail and establish my authenticity/business’s physical presence, but can I use those kinds of addresses when filing for an EIN?
Yes, a CMRA is permissible when filing for an EIN.
p.s. I meant to be clear that the bank wants to see that my business’ address in the articles of organization are the same as the address on my EIN/SS-4 paperwork from the IRS.
Hi Larry,
I have look into several option of the virtual office and most of them will provide me a lease and monthly utility bill. The provide the option to forward my mails. However, when i try to ask them about the USPS form 1583. Majority of them doesn’t seem to require this. Would this be a big concern?
Hi, HC.
Not really. If you have a valid lease, then you have lawful possession over the property in question, and USPS Form 1583 wouldn’t be required.
If, however, they are issuing you a “lease” that nothing more than a mailbox and not a real property interest, then a USPS Form 1583 would be appropriate.
With that said, the USPS rules are very vague on this, and this would be less an issue of compliance with the USPS than with a smart plaintiff’s attorney who is trying to pierce the corporate veil.
Larry.