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Roger, Attorney
Category: Business Law
Satisfied Customers: 30898
Experience:  BV Rated by Martindale-Hubbell; SuperLawyer rating by Thompson-Reuters
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i have a delaware llc for an internet company. i am thinking

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i have a delaware llc for an internet company. i am thinking of using a virtual mailroom service to provide me with a physical address that i can use as my company address. occasional mail and packages could be sent there, including returns for goods i am selling. if that address is outside of delaware, would i qualify to register a foreign corp in that state?
Hi - my name is XXXXX XXXXX I'm a Business litigation attorney. Thanks for the question.

You would be able to register as a foreign corporation, BUT you would still have to have a registered agent within the state to accept process on your behalf. There are several companies that are a professional process service companies that you can employ to be your registered agent. The yearly fee is generally inexpensive, but you can look online to find these companies that serve as registered agents in Delaward.

I hope this answers your questions, but if you have more, please REPLY and I'll be glad to respond. Thanks.
Customer: replied 3 years ago.

Hi Kirk - great to see you here, you helped me before. let me clarify my question.. i have a DE LLC with registered agent in DE. that's all taken care of. I am an internet business and need an address that i can post online to which occasional mail (other than what the reg agent accepts) can be sent, as well as occasional returns for items that i am selling. i don't want to use my home address.. there are companies out there that offer such virtual addresses and mail forwarding, but i wonder if i now qualify as a foreign corporation in the state where the address is (if it's outside of DE), since i may be implying that we have an office there.. but in truth it's virtual, i employ nobody directly there.

Welcome back! Sorry I didn't recognize your name.

You can still have an address within the state and be a foreign corporation. There's no issue with that. You can set up a business address with a Mailboxes, etc. or whatever.
Customer: replied 3 years ago.

let me clarify some more, sorry. my goal is not having to register as a foreign corporation. my delaware LLC needs a physical address and i dont want to use my home address (in NC) and i cannot use my registered agent's address for regular business mail. There's a service that offers their physical address in Oregon. If i sign up for that and have the Oregon address on my website where customers can return items occasionally, will the State of Oregon tell me that I have to register as a foreign corporation in Oregon or not? I am hoping that I don't have to, since i don't employ anyone there directly or use the address to generate revenue in the state. On the other hand, I am using a service there regularly, which I heard could be reason for having to register. It's that whole nexus thing that is confusing me.. can you help me understand this better?

I'm sorry about the confusion!

You don't have to do business in your state of incorporation, nor do you have to have a principal place of business located within the state.

The state of incorporation simply determines the state law that governs your company. All you're required to have in the state is a registered agent. Your principal place of business can be anywhere.
Customer: replied 3 years ago.

ok, i am trying to find out where my principle place of business is, because that's where i need to register with the state as a foreign corporation, i presume (keep in mind i am an internet business).

my principle place of business...

- is not Delaware - i am only incorporated there

- is not NC - i as the owner live there, but only do housekeeping work

- is it Oregon, because I subscribed for a physical address there where occasional return items go? there are no company employees, no company property, and i am not using the address to generate business, it's only for return items and random mail.

i am hoping that i don't have to register in Oregon either, ergo I'd have no real principle place of business, since I am an internet company. I am just not sure about the Oregon part.

You would have to file as a foreign corp wherever your principal place of business is - - if it's not Delaware.

Since you're incorporated there, it would be easiest to set up an address there so you wouldn't have to file as a foreign corp anywhere else. But, your actual principal place of business should be where you conduct business, send out bills, receive payments, take phone calls, customer service, etc.

If you want to claim a principal place of business in any other state, you'll have to register as a foreign corporation in that state.
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