Can I Use a Mailbox Service Address for LLC or Corporate State Records?
Posted by Michelle Grenier on Tue, Nov 09, 2010 @ 04:19 PM
As a business lawyer, I often receive inquiries from home based businesses and business startups asking, “can I designate a post office box or mailbox service provider address as my "Principle Place of Business" and/or my "Registered Office," for a state LLC certificate or corporate articles filings?"
As my mother often explained, "you can, but you may not." Generally, most, if not all, states require new LLC and corporations to disclose the actual physical address of the business and will not accept a box number or the address of a mailbox service provider, even if the mailbox service address appears to be a physical address (with a street address and without a box number, etc.).
1. Address for State Documents.
a. Registered Office. One reason states require disclosure of a physical business address for the Registered Office of your LLC or corporation, is because, if someone needs to personally serve the LLC with legal documents, there must be a representative at the address on record, who can and will accept service of process on behalf of the LLC. Mailbox service providers typically will not accept "service" for any mailbox holder. This refusal to accept service of process, may be set forth in your mailbox agreement; note however, you'll likely need a magnified glass to find that clause.
If you do not want your place of business to be the designated Registered Office, one alternative, is to pay a third party resident/registered agent, to be on record, as the person or entity that will accept service of process for the LLC or corporation. That third party resident/registered agent and the corresponding registered agent address, will likely satisfy the Registered Agent/Office requirement; however, that will not satisfy the Principle Place of Business disclosure requirement.
b. Principle Place of Business. The mailbox service location is not the "principal place of business" nor is it where LLC or corporate records are kept. Typically, states require that the actual principle place of business must be set forth in the LLC or corporate articles/certificate.
c. Bank. In addition, your business bank will likely require a physical address and refuse to accept a mailbox service address (even if it is not a box number), especially in light of the Patriot Act.
d. Local Business Certificate. Even if you do not establish a separate legal entity (LLC or corporation), when you apply for a Business Certificate at your town or city hall, you will need to provide your physical address (mailbox addresses are typically not accepted).
2. Address for General Business Purposes.
Mailbox service providers are commonly used by home based businesses, so that the residential address need not be used for day to day operations. The mailbox address is commonly set forth on the home business website and advertising materials and all payments, etc. are often requested to be directed to the mailbox address.
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