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No, I believe you're conflating the principal place of activity with the registered agent -- they do not have to be the same.

The registered agent is responsible for getting served, receiving legal mail, and other government correspondence on behalf of the company and forwarding it along in a timely manner.

This is different than a mailing address because a process server or government employee must be able to physically walk into the premises of either the principal place of activity or registered agent, deliver the notice/correspondence/etc. to someone, and record who they handed it off to at what time.




Either way, when a judge demands a physical "principal place of business", we can't answer "the cloud". When that's the actual answer.

"mailing address because a process server or government employee must be able to physically walk into the premises"

Yea, that would be the CEO's house if their spouse is home, maybe.


Or an actual registered agent.

Again, the registered agent does not have to be the address of any of the principals of the business. But it must be a place that is open during standard business hours and accept process notices or legal correspondence upon behalf of the business.

https://www.legalzoom.com/articles/what-is-a-registered-agen...


Yes, and again, a business with a PO Box and a registered agent will be deemed "sketchy" by this judge, and more generally by the judicial system and in some cases the IRS as well.

I realize a lot of business do this, and have survived fine, but that's not the point I'm making.


I think you’re now conflating the principal place of business activity with a mailing address.

The principal place of business has to be an address where actual business activity takes place. That establishes your business nexus and which states/agencies have jurisdiction over your business.

It doesn’t matter if it seems “fine” to put down a virtual address in the principal location field, it’s not sketchy — it’s simply not allowed. The state can revoke your business registration for doing so. (And if you look at the terms and conditions for your bank and/or credit cards, they can close your accounts for doing so as well)

In the context of business formation, it is entirely legal for a business to have three different addresses for the three different address roles (principal place of activity, mailing address, and registered agent) provided those are real addresses.

Every secretary of state (or division of corporations, if it’s called that in your target state) that handles business formation allows for this. Sometimes the principal location is public data, sometimes it’s not. The registered agent is always public data.

The original comment I responded to was in regards to your stated requirement of the CEO receiving mail for the company — that is the role of a mailing address. The address to where the business can be served notices, subpoenas, etc, that is the role of the registered agent address. In the context of a remote-first business, you can choose to put your home address here or you can put in legal substitutes.

With regards to your last comment, the judicial system uses your principal address for determining jurisdiction and your registered agent address for delivering notices. If you are providing a virtual address when they go looking for any of these two address roles, you have screwed the pooch.

In the new context you’ve raised regarding tax authorities such as the IRS, when you are filling out said registration paperwork or change of address forms, you are explicitly asked to give the physical address where your records are kept which introduces a fourth address role — that again does not have to be your house, but it does need to be a real, legal place.


Yea everything you've said is correct.

I'm saying this is simply not how a lot of small to medium remote businesses operate anymore vis a vis my original comment. ¯\_(ツ)_/¯


> but then he's gotta actually live for a significant amount of time there and receive mail for the company?

Ummm... yes? Unless you're running a fly by night operation, why wouldn't the CEO make himself available to the world at a physical address?




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