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.
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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.
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)
In August 1984 the Board of Directors of Household International, Inc. adopted a Preferred Share Purchase Rights Plan by a fourteen-to-two vote. Household is a diversified holding company whose principal subsidiaries operated in financial services, transportation, and merchandising. The Plan provided that common stockholders would receive one Right per share upon either the announcement of a tender offer for thirty percent of Household's shares or the acquisition of twenty percent of the shares by any single entity or group. Upon a triggering event the Rights became exercisable to purchase one one-hundredth of a share of preferred stock for one hundred dollars. In the event of a later merger or consolidation, each Right permitted the holder to purchase two hundred dollars of the acquirer's common stock for one hundred dollars.
Household adopted the Rights Plan as a preventive measure rather than during an active takeover contest. Management had grown concerned about the company's vulnerability to hostile bids as early as February 1984 and had considered, then rejected, a fair-price charter amendment. The Board retained Wachtell, Lipton, Rosen and Katz and Goldman, Sachs & Co. to develop a takeover policy; those advisors attended the August 14 meeting and presented materials addressing the increasing frequency of bust-up takeovers in the financial-services sector, including Leucadia's attempt to acquire Arco.
Appellant John Moran, a Household director and chairman of Dyson-Kissner-Moran Corporation, the company's largest stockholder, had separately discussed a possible leveraged buyout of Household by D-K-M, although those discussions never progressed beyond the preliminary stage. After the Board approved the Rights Plan, Moran and D-K-M filed suit. On the eve of trial Gretl Goiter, the holder of five hundred shares, was permitted to intervene as an additional plaintiff. The Court of Chancery conducted a trial and upheld the Rights Plan in a detailed opinion; the plaintiffs appealed that ruling to the Supreme Court of Delaware.
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)
…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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