Submitted by UCS on April 20, 2023

What’s the difference between a Principal Office address and a Registered Agent address?

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 to conduct business.

What is a Registered Agent?

A registered agent (also known as a resident agent, statutory agent, or agent for service of process) is a business or individual designated to receive service of process (SOP) when a business entity is a party in a legal action such as a lawsuit or summons. The registered agent’s address may also be where the state sends the paperwork for the periodic renewal of the business entity’s charter (if required). The registered agent for a business entity may be an officer or employee of the company, or a third party, such as the organization’s lawyer or a service company. Failure to properly maintain a registered agent can affect a company negatively.

Can UCS help me amend my annual report?
Yes. Contact a Client Service Representative at info@unitedcorporate.com to learn how we can help process the amendment and answer any additional questions.