Can I incorporate my internet business in California/Delaware without a "physical address"?


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I am planning a startup in internet space and I live in California. I do not wish to use my home address as the place-of-business (physical) address in the incorporation documents due to concerns about privacy.

Can I use the registered agent address as the physical address in documents? CA incorporation documents require that a "physcial address" be listed. Registered agent services from bizfiling/legalzoom etc do not allow registered agent address be listed both as the registered agenet as well as the physical address.

Would this be any different if I incorpoated in Delware instead of California even though I live in California?

I am already planning to use a registered agent due to privacy concerns and do not want the business name to be easily traceable to me (CA secretary of state website shows only the registered agent name/address when quickly searching for a business).

Edit: I want to know

a) can I use the registered agent address as the "actual business address" in CA and DE?

b) When using webservices e.g. bizfilings to file articles of incorporation with free registered agent for a few months, these services ask for "actual business address." Since these services do not provide registered agent address when completing the form, how could one use agent address as the "actual business address"?

Incorporation Legal Business Internet Legal Entity

asked Mar 18 '13 at 18:45
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Joe Black
22 points

2 Answers


1

All the states require physical address, some can accept the registered agents' address, some won't and require the actual business address.

But while you register in DE for whatever reason, you will still be required to register in CA, so whatever requirements you have in DE - won't help you with avoiding the CA registration (unless you want to break the law, that is, and then you're likely to be caught very quickly through your tax returns).

The fact that you are in CA establishes nexus for your entity, so it will have to be registered in CA, either as a domestic or as foreign (the registration requirements are basically the same). CA registration will be traced to you easily, your name will show up as a member (for LLC's) or officer (for corporations). Privacy is something you should not be considering in a state that hosts Google, LinkedIn and Facebook:-).

As to the physical address - consider renting a virtual office (or a real office...). Another issue you might be having is business license for your business, which should be issued for your location (even if its an internet business, check your city/county rules). That is also a public record, so you'll have to publish your address one way or another.

a) can I use the registered agent address as the "actual business
address" in CA and DE?

Not in CA. Don't know about DE, but doubt so. In CA the "actual business address" is the address where you conduct your business and where all the records of the business are.

When using webservices e.g. bizfilings to file articles of
incorporation with free registered agent for a few months, these
services ask for "actual business address." Since these services do
not provide registered agent address when completing the form, how
could one use agent address as the "actual business address"?

You should call them and ask them.
answered Mar 18 '13 at 19:57
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Littleadv
5,090 points
  • The state registration can be traced to the founder, but not easily - CA Secretary of State (SOS) website business search listing only shows the registered agent name/address against the searched business name. To obtain more detailed records/information, one has to mail in a form with a small fee, which is not something anyone can do quickly. – Joe Black 4 years ago
  • @Joe yes, but there are companies that do that, that's what they do. Then they put it on the web so that it appears in the web search every time someone googles your name. – Littleadv 4 years ago
  • Why would a company pay not insignificant fee to obtain this information only to put it on web; any example? – Joe Black 4 years ago
  • @joe there are plenty. I don't know why they do it, I'm guessing they're selling it onwards to advertisers and marketers. Some are scamers that use this information to try and defraud you, I wrote about those on my blog: http://www.littleadvisor.com/archives/1236Littleadv 4 years ago
  • Added portion to the original post (under EDIT heading) to clarify the questions. Since the current responses dont address these directly, any response to these is appreciated. – Joe Black 4 years ago
  • @Joe I addressed these for you. – Littleadv 4 years ago
Add Comment

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Good heads up in your blog article there! I would like to to know exactly how my affiliation with the business can be easily searchable by anyone on the internet. It seems that if I incorporate a business, then a quick internet search would reveal the business affiliation to me due to these people who obtain/sell this information on the net. This concerns me, because Sec of State CA office does not easily make this information public. Would be interested to hear if any chances to keep privacy and having all details searchable on internet.

answered May 4 '13 at 13:48
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Joe Black
22 points

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