A new Senate Bill 273 has gone into effect on August 1, 2023 that makes some major changes affecting CORPORATIONS specifically.
Here’s the excerpt on the specific change:
The location of the principal place of business of the corporation, which shall include the street, number, city, state or foreign country ++(provided that, unless a corporation maintains its principal place of business in this State and serves as its own registered agent, for purposes of this subsection, the principal place of business address shall not be the address of the registered office of the corporation in this State) ++;
If you were to have your own office here in Delaware, you can appoint yourself as your own registered agent. Otherwise, the principal place of business address cannot be the same as the registered office.
For those who have a VPM mailbox address and also uses us as their registered agent, they will notice that the addresses are basically the same. In this case, this will cause issues.
Some have asked whether changing the registered agent name and address to match the mailbox address will work. This will NOT work because the State of Delaware does not accept a mailbox address for registered agent office. The reason is that a mailbox address is not a real physical address by definition.
Possible Solutions
There are a few different options in this case that may be possible to satisfy this new law. The primary thing here is to make the two addresses different. You can try looking at the following options:
- The new law did not specifically state that the principal place of business cannot be a mailbox address, just that it cannot be the same as the registered agent address. Therefore, it may be possible to just get another mailbox address at any of our other locations to use for such a purpose.
- Get a physical address through our TruLease service. We partner with building owners to offer available office space that is physical office suite.
- Use your own official office address if you have one. State of Delaware allows one to use a foreign address or a domestic address so regardless if you’re a foreign company or not, it will work.
- Keep your mailbox address with us but use a different Registered Agent. In this case, the cheapest one we found is Delaware Registered Agent. They offer registered agent service for $29 / year. Then you can just designate the new registered agent.
Given how new this law just went into effect. It’s really not known what works and doesn’t work, so we cannot provide any specific assurances on which options may work or not work.
But we’d like to post this topic here to get some discussion going with those who are experiencing this issue and willing to talk about solutions here.