Address to use? - Registering as a Foreign LLC in CA, formed in Delaware


2

I have a home business and clients will never need to come to my home in order for my business to operate. If I form my LLC in Delaware, I will have to register as a Foreign LLC for the state that I live in (California). The beauty of forming in Delaware is that I go through a registered agent and their physical location is used as the address of my LLC. When I register as a Foreign LLC with the state of CA I'll have to list my home address as the LLC's main office in CA. Will this address be available to the public if they look up my LLC or is this just purely for internal records at the Secretary of State? For example, if my LLC were to be looked up in Delaware, the address shown would be the address of my registered agent.

If my home address would be made available to the public, could I use a service like the UPS Store to get a mailbox and use this address for everything, for example?

Also, would I need to fill in my home address as the location of the LLC's headquarters or is it correct to list my registered agent's address in Delaware? Perhaps this is a foolish question?

LLC Foreign

asked Mar 8 '12 at 06:09
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User16817
63 points

2 Answers


1

It is a public record.

However, the address that can be easily obtained online on the California Secretary of State site, is the address of your agent (in California). If you're not your own agent - it will not be your own address.

Anything else you put in the statement of information or registration is a public record and can be obtained per request and for a fee.

Your headquarters is where your company keeps its records and manages the business. It sounds like its your home.

answered May 17 '12 at 04:15
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Littleadv
5,090 points

1

This is an example of what is readily available via a California SecState online entity search:

http://kepler.sos.ca.gov/cbs.aspx Entity Name: GOOGLE INC.


Entity Number: C2474131


Date Filed: 11/07/2002


Status: ACTIVE


Jurisdiction: DELAWARE


Entity Address: 1600 AMPHITHEATRE PARKWAY


Entity City, State, Zip: MOUNTAIN VIEW CA 94043


Agent for Service of Process: CORPORATION SERVICE COMPANY WHICH WILL
DO BUSINESS IN CALIFORNIA AS CSC - LAWYERS INCORPORATING SERVICE


Agent Address: 2710 GATEWAY OAKS DR STE 150N


Agent City, State, Zip: SACRAMENTO CA 95833

Other data you included in your filing is also publicly available but not searchable online as of this posting. CA SecState does provide this data of all historical company records on disc for about ~$125-$250 to anyone who wishes to buy that data.

Could I use a service like the UPS Store to get a mailbox and use this
address for everything, for example?
would I need to fill in my home address as the location of the LLC's headquarters or is it > correct to list my registered agent's address in Delaware?

You should ask the SecState's office about this. They might reject the filing because the address looks like it's a mailbox, wasting your time and filing fee.

That said I've used the agent address as the principal address in California with no problems (I operate from there anyhow, but it's not like they would know if I didn't). To my knowledge, there's no penalty expressed in the California corporations code for listing your agent address as your principal address, nor any penalty expressed in the documents provided by the SecState's office. Make sure you can receive service of process if you're sued and respond to tax notices using the agent address you put down.

Ultimately, the spirit behind asking for the actual entity address is to be able to locate the company in case of a lawsuit and to enforce unpaid taxes. Someone suing you could claim, however, that the entity you declared as shielding you from liability is not valid because it is not registered with the same principal address located where you are actually doing business. I don't know how well this argument stands in court (imo it seems pretty weak), but that's the only issue I would be concerned about. Does this concern outweigh your privacy concern?

Disclaimer: This is a personal opinion and should not be taken as legal advice.

answered May 17 '12 at 09:45
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Henry The Hengineer
4,316 points

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