How do I change my LLC's physical address and set up an out-of-state mailing address?


1

Last year, while living in Ohio, I incorporated a sole-proprietor LLC, with myself as the only agent. I have now moved to California. I don't want to dissolve my Ohio LLC and re-incorporate in California because I might move again in as little as six months. I would strongly prefer a more flexible solution. I'm aware that I might get hit with income tax from both California and Ohio, which would make this highly impractical. I'm still researching the tax issue, so I am asking this question in case Ohio does not tax me.

I have heard that businesses have both a "physical address" and a "mailing address", and that the physical address must be located within the state, but the mailing address can be anywhere. Obviously, I would like to update my LLC's physical address (it's still at what used to be my apartment, where I no longer live), and add a mailing address, which would be the apartment where I currently live.

However, the only kind of address I can find in the forms on Ohio's Secretary of State website is the address of an "agent". What exactly constitutes a "physical" address versus a "mailing" address, and how do I express my preferences to the Ohio Secretary of State? Do I need to add my friend as an agent, with his Ohio house as an address, and change my agent address to my California apartment? Are you even supposed to do that?

LLC

asked May 16 '12 at 12:30
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Max Cantor
106 points

2 Answers


1

In California, the physical address is the address where the records are kept (usually your office, or home). The mailing address is the address you want to receive your mail at (a POB or PMB, if you don't want to publish your home address), and the agent of service is the agent that will receive official communication (suits, most likely) on your behalf.

The same address can be used for all three, but the first one (physical) must be where the records are kept, and the last one (agent) must have a person available to sign on your behalf at any time during regular working hours, when the sheriff comes in with the law suite service.

If you have an actual business with a receptionist to sign for you and get your mail, and the records in a cabinet next to her - then that's the address you use. Otherwise, what people do is to hire a company as the "agent of service" for a fee (about $100 a year), so that they don't have to have a manned office of their own.

I suspect the "agent" address in Ohio is the same thing as it is in California (IIRC all the States require a local agent of service), and if you're registering as a foreign LLC in California, you don't have to have a physical or mailing address in California, only the agent.

Same agent can be for both places, there are several companies that provide this service, the large ones provide it in all the states. They scan all your mail and put it online/forward to you. Look at InCorp or LLCAgent.Com for example.

If you have a friend in Ohio that can act as an agent, then it might save you some money. Note though that in the unlikely even of emergency, like you being sued in Ohio, it is that friend who'll be served with the law suite on your behalf.

answered May 17 '12 at 04:13
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Littleadv
5,090 points

0

California LLCs get hit by a minimum franchise tax of $800 even if they make NO profit. If you're not actually conducting any taxable business in California, then the economical choice would be to keep your Ohio LLC and declare your friend's street address in Ohio as the agent address. Make sure that your friend is reliable in delivering service of process to you in case your company gets sued.
If you're actually doing business in California, however, you will have to register the LLC in CA and subject yourself to the franchise tax. *See comments discussion below on the matter of conducting taxable business in California. I don't think either of us can say for certain which situation applies given the information you supplied, but it's important to know that these nuances exist. According to this, the requirement is largely determined by where your work for the LLC is performed. Merely writing software or consulting for the LLC while you are in California can trigger this requirement, even if the business is online, if servers hosting your website are out of state, or if your services are sold elsewhere. Wading through these requirements is best left to a lawyer.

The only address that matters as a requirement for legal status in the Ohio SecState's eyes is the agent's address. You can live outside of Ohio and still operate an Ohio LLC regardless of your physical address so long as your agent address is considered valid. You can restate your agent address with this form: http://www.sos.state.oh.us/sos/upload/business/forms/521.pdf Note that the SecState does not accept out-of-state or non-physical addresses as an agent address (i.e. you cannot use a p.o. box as an agent address with one exception*).

The Ohio SecState does not create a distinction between mailing and physical addresses. There is just a mailing address to which they send mail. In some states, the SecState mails all important documents to the agent rather than to your mailing address. Since you had yourself listed as the agent originally, there's no way to tell if they mail to your mailing address or to the agent's address. You should call them to confirm this. If you want to play it safe, you can file this amendment form with your updated mailing address: http://www.sos.state.oh.us/sos/upload/business/forms/543a.pdf *p.o. box exception, from http://www.sos.state.oh.us/sos/upload/business/forms/533a.pdf

Original Appointment of Statutory Agent and Acceptance of Appointment
Pursuant to Ohio Revised Code §1705.06, an Ohio limited liability
company must appoint and maintain a statutory agent to accept service
of process on behalf of the company. We cannot accept articles of
organization unless the statutory agent information is provided. The
statutory agent must be one of the following: (1) an Ohio resident;
(2) an Ohio corporation; or (3) a foreign corporation that is licensed
to do business in Ohio. An individual agent may provide a P.O. Box
as the agent address, but the agent must certify (by checking the
appropriate box) the individual is an Ohio resident. The statutory
agent must sign the Acceptance of Appointment at the bottom of page 2.

Disclaimer: This is an opinion and not legal advice nor does it constitute an attorney-client relationship.
answered May 17 '12 at 04:22
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Henry The Hengineer
4,316 points

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