Submitted by UCS on April 20, 2023
The Delaware Secretary of State has a policy of not allowing entities to report their Registered Agent address as their Principal Place of Business address on their annual reports. Recently, in an effort to further enforce this policy, the state announced that they will contact any entity that has listed their Registered Agent’s address as their Principal Place of Business notifying them that they have 45 days from the date of the notice to amend their Annual Report to reflect the correct principal place of business address. Failure to amend the Annual Report may result in a restriction of services rendered by the Division to the entity(ies) in question, or other legal action including, but not limited to, the loss of Good Standing status.
We thought this would be a great opportunity to explain the difference between a principal place of business and a registered agent address.
What is considered a principal place of business?
A principal place of business is the primary location where a company conducts their business.
What if the company does not conduct business out of a ‘brick and mortar’ building?
If the company does not have a ‘storefront’, wherever the business books and records are kept would be considered the Principal Place of Business. This is often where the head of the firm and other senior management personnel may be located.
Can the principal place of business address be the same as the registered agent address in Delaware?
Only if that place of business is in the State of Delaware. For example, ABC Corporation is registered as a Delaware corporation and maintains an office in Delaware where all officers meet daily and business is conducted in.
What is a Registered Agent?
A registered agent is an individual or business designated to accept service of process documentation as well as official government notifications, such as tax forms, on behalf of a registered company.
Most, not all, jurisdictions in the United States require that any business entity that is formed or doing business within their borders designate and maintain a “Registered Agent and Office”. This person or company may be known as the “Resident Agent”, or “Statutory Agent”, depending on the laws of the individual jurisdiction in which the business entity is registered.
What is the role of a registered agent in Delaware?
Delaware Law requires every entity to appoint a Registered Agent and Address within the State of Delaware. If the entity is not physically located in Delaware, they must appoint a Registered Agent to fulfill the requirement. Registered Agents are responsible for accepting Service of Process, as well as providing information for billing and tax obligations to the entities they represent.
For an overview of the Delaware Corporation and Business Entity Laws click here.
What are the functions of a registered agent?
The function of a Registered Agent is to provide a legal address (not a P.O. Box) within that jurisdiction where there are persons available during normal business hours to facilitate legal service of process being served in the event of a legal action or lawsuit. Generally, the registered agent is also the person to whom the state government sends all official documents required each year for tax and legal purposes, such as franchise tax notices and annual report forms. It is the registered agent’s job to forward these documents and notices to the entity itself. Registered Agents generally will also notify business entities if their state government filing status is in “Good Standing” or not. The reason that these notifications are a desired function of a registered agent is that it is difficult for a business entity to keep track of legislative changes and report due dates for multiple jurisdictions given the disparate laws of different states.
Can UCS help me amend my annual report?
Yes. Contact a Client Service Representative at email@example.com to learn how we can help process the amendment and answer any additional questions.