You’ll likely encounter some unfamiliar terms when forming and managing your business. One phrase is a registered office, which refers to the physical address where a company receives service of process, which are legal documents and government notices that need immediate attention. Compliance can be confusing, so let’s review what a registered office is and why you may need one.
Common Law vs. Statutory Entities
One of the first things you need to do when starting a new business is to decide on a business structure. There are two different types of business structures that would pertain to your compliance requirements related to registered offices.
- Common law entities – Common law entities include Sole Proprietorships and General Partnerships. These entities do not need to file paperwork with the state to formally conduct business.
- Statutory entities – Statutory entities must register and file official documentation in each state they do business. Statutory entities include Limited Liability Companies (LLCs), Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), and C Corporations.
Unlike common law entities, statutory entities must designate a registered agent (also called a statutory agent) in each state where they conduct business. A registered agent is a person or company residing in the state with the authority to accept service of process.
Examples of service of process include:
- Official federal and state correspondence
- Subpoenas for information
- Tax notices from the IRS and local tax authorities
- Court summonses
- Wage garnishment notices
- Corporate filing notifications
In some cases, the documents are certified, requiring a signature, or the courts may specify that the documents be hand-delivered. Once the registered agent has received the service of process, they are required to scan the documents for digital delivery and/or forward the actual documents promptly. Consequently, registered agents must be available during regular business hours and have a physical address within the state’s borders. The agent’s physical address (not a PO box or UPS address) is what is referred to as the registered office.
If you’d like to learn more about some of these terms, we’ve written some excellent articles that explore these topics further:
- What is a Registered Agent?
- What is a Statutory Agent?
- What is LLC Service of Process?
- Can You Use a UPS Store or PO Box for a Registered Agent?
Registered Office vs. Principal Place of Business
Although the registered office is a physical address where the registered agent receives service of process, it is not the company’s principal place of business. When referring to the principal place of business, the address required is where most of the company’s operations are conducted, such as the company headquarters.
In most cases, the registered office address is not the principal place of business. In fact, companies doing business in multiple states must have a registered office in each state where they conduct business. State formation filings for LLCs and corporations require both the registered office/s and principal place of business addresses.
The registered office address and principal place of business address are essential for legal purposes. The registered office is where the service of process is delivered, and the principal place of business determines the company’s legal jurisdiction and state/federal tax obligations.
Does Your Company Need a Registered Office?
If your company is registered as an LLC or corporation, you must designate a registered agent with a registered office in every state where you do business. You can appoint one yourself or go through a registered agent company with offices in each state.
A registered agent can be:
- One of the business owners residing in the state (such as a member of the LLC or a shareholder of a corporation).
- A resident of the state who is an employee.
- Friend or family member who meets the state’s requirements for age and availability.
Though most experts don’t recommend the above options, instead, most recommend you use:
- An online business filing service that provides registered agent services in the state.
- Registered agent services for the state where the business is located.
- A law firm or attorney that provides registered agent services.
- An accountant and/or accounting firm that provides registered agent services in the state.
- A tax preparer and/or a tax preparation firm that provides registered agent services in the state.
Although common law entities such as Sole Proprietors and General Partnerships are not required to have registered agents, there are several good reasons to designate one.
If you have employees, you don’t want your principal place of business to receive potentially reputation-ruining correspondence in front of them or your customers. Or if you’re a Sole Proprietor running your business from home, you don’t want court officials coming to your neighborhood and serving you at your house. Finally, having a place where official mail can be delivered is helpful when you’re traveling or not in the office.
CorpNet can act as your company’s registered agent in any state, ensuring your corporation or LLC stays compliant with any service of process, legal notices, or official mailings. Our services are fast, affordable, and guaranteed.
Appoint CorpNet as Your Registered Agent
CorpNet can act as your company’s registered agent in any state ensuring your corporation or LLC stays compliant with any service of process, legal notices, or official mailings.