Written by attorneys · grounded in primary & secondary sources — see below
An official in-state address that a corporation designates and maintains to receive service of process and official state communications. The address must appear in the articles of incorporation along with the name of the initial registered agent at that location. It may coincide with any of the corporation's places of business and must remain continuously available for reliable delivery of legal documents.
Sources & Authorities
How it applies
Common Examples
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Articles List Initial Office Address
Radiance Media prepared articles of incorporation naming a downtown commercial building as its initial registered office and designating an in-state compliance firm as the initial registered agent at that address. The filing service submitted the articles to the secretary of state, which accepted them and issued the certificate of incorporation. When a regulatory notice arrived at the listed address the following month, the compliance firm accepted delivery and forwarded it to corporate counsel.
Office Coincides With Business Location
Riverstone Manufacturing designated its own manufacturing plant in State A as the registered office. The plant already housed administrative staff who handled incoming mail and regulatory correspondence. When a state tax assessment arrived at the plant address, the corporation treated it as properly served because the registered office matched an existing place of business.
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Uniform Acts
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Casebooks
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Study Supplements
Agent Maintains Identical Office
Roberto Reyes agreed to serve as registered agent for Rhapsody Entertainment and listed his law office as the corporation's registered office. Reyes maintained his practice at that exact address and received all official mail there. When a summons was delivered to the office, Reyes accepted service and promptly notified the corporation's officers.
Tender Offer Notice Delivered To Office
A shareholder group delivered its statement of intent to make a tender offer for Radiant Technologies by certified mail to the corporation's registered office address listed in the public filings. The registered agent at that location accepted the documents and forwarded them to the board. The corporation later challenged the timing of the offer, but the court treated the delivery at the registered office as effective notice under the statute.
Moran v. Household International, Inc.500 A.2d 1346 (Del. 1985)
Common questions
Frequently Asked
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Must the registered office be a separate commercial space or can it coincide with an existing business location?+
The registered office may be the same as any of the corporation's places of business. A corporation therefore satisfies the requirement by designating its own plant, headquarters, or other operating site as the registered office provided the address remains continuously available for service.
What must appear in the articles of incorporation regarding the registered office?+
The articles must set forth the street and mailing addresses of the initial registered office together with the name of the initial registered agent at that office. A post-office box alone does not satisfy the street-address requirement.
Does an individual qualify as registered agent when the agent's primary work occurs elsewhere?+
An individual qualifies only when that person's business office is identical with the registered office. Occasional or secondary use of the listed address is insufficient if the agent's regular administrative work occurs at a different location.
What happens if the designated registered agent never consented to the appointment?+
The designation itself constitutes an affirmation that the agent consented. When the named individual never agreed to serve, the designation is ineffective and service on that person does not establish jurisdiction over the entity.
500 A.2d 1346 (Del. 1985)Business Associations
…or by registered or certified mail to the corporation whose equity securities are to be subject to the tender offer, at its registered office in this State or at its principal place of business, a written statement of the offeror’s intention to make the tender offer.... (2) The tender offer shall remain open for a period of…
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