Topic:UPS/Other Addresses
[UPS/other addresses] – [March 2, 2017 ]
Topic:UPS/other addresses
Question by: Patrick Reed
Jurisdiction:Washington
Date:March 2, 2017
Jurisdiction / Question(s)A trend we are seeing in WA is that UPS and others are now advertising their mail services as physical business addresses (with no PO Box or PMB #’s). Not knowing the difference, customers are attempting or asking to use that as their registered agent address.
Are other jurisdictions having the same inquiries? It’s slow moving now, but could become problematic for registered agent requirements.
I am planning to post info to our website explaining the differences in regard to registered agents.
Manitoba
Corporations Canada / There is no requirement under the Canadian federal legislation to have a registered agent. There is a requirement to have a registered office. Corporations are encouraged to choose a registered office address that ensures that they will receive any documents sent to or served at that address. Since service is “deemed” at the registered office address, then it is their risk if they are served with something and don’t actually receive it.
That being said, we have seen a few UPS stores that advertise that they will accept service.
Alabama
Alaska
Arizona / We’ve seen this for years, too. We state on our forms “no PO Boxes or PMB,” for all the good that does. Our staff are told to reject for that, if they catch it, but when it’s written as a suite number, it gets by. And, with online filing/auto-examination, there’s no way to prevent it unless they unwisely use “PMB.”
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia / In DC we had this issue but it has not been a big problem. In most of the cases it is hard to pinpoint if address is real or if it is a UPS box.
Service would certainly be very challenging on UPS box.
When this issue is brought to our attention then we will try to reach out to customer to have them change the registered agent’s address.
Florida / Florida law has been amended to allow this type of address for the registered agent. It sure has taken a burden off of us.
Georgia
Hawaii / In Hawaii, for the registered agent’s address if we see PMB number in the address, we will reject the document.
For the UPS street address only, we probably would have accepted the address, not knowing the difference.
For the USPS street address on the island of Oahu, we have a sent a “Notice of Defective Registered Agent’s Address” to the business entity.
See attached shell or template. For our online annuals, we have set rule in for “bad” agent’s addresses. They will get an error message.
Idaho
Illinois
Indiana
Iowa
Kansas / I raised this issue a few years ago but it seems we really don’t have a statutory reason to reject. In fact, I discussed with our Bar Association and they felt that a place that was open during regular business hours met the requirement. If they choose to risk not picking up their mail in a timely manner, that would be on them.
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina / I noticed the USPS is also advertising using the physical address of the post office. I haven't heard of any customers asking to use it though.
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah / This has long been a problem and we've seen it in Utah for several years. Without legislative changes, they are usually within the statute,but try to serve the company at one of those locations!
Vermont
Virginia / Our statutes require the registered office to be a business office of the registered agent. Clearly, no registered agent is small enough to fit inside a P.O. Box, let alone maintain a business office at one. Virtual offices present a dilemma because it is possible to rent space at some of them, but I think most are used to accept mail and have someone answer a phone.
A fundamental question is whether personal service must be made on a registered agent as a matter of law in certain proceedings or circumstances. If so, one needs to be able to find the registered agent at the registered office. There also is the question of whether a registered agent can appoint an agent to accept process, and whether that agent can appoint an agent, etc.
While these statutes have been abused, we have not seen a public outcry. I presume this is because the filing companies are making sure it does not become a problem, and service can always be made on a statutory agent when the registered agent cannot be found, with due diligence, at the registered office.
Our eFile online filing system is not equipped to weed out unacceptable addresses. In a new system, however, we will look at loading known post office and UPS store addresses for automated exclusion, as well as “POBox” and “PMB.”
We might also look at other statutory changes to tighten this up. Section 60.111 of the Oregon Revised Statutes provides:
“The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency.”
Washington
West Virginia
Wisconsin
Wyoming
Additional comments:
Washington; response to Kansas:
But, wouldn't that bypass a consent to serve as agent? I'm sure it's different all over, but we require a consent of agent. In our case the "staff" on site would not have any responsibility to receive process. Now, if they were operating and contracting as a service organization then it would be fine.
It does not impact us directly since we are ministerial, but I see all kinds of court hassle as a result of failed Service of Process.
Arizona response to Washington:
And, the UPS places will not accept service, even if you (their customer) ask them to, as far as I am aware.
I intend to implement an automatic delinquency process, whereby if we accept service for your entity, we will begin the administrative dissolution process for failure to maintain a statutory agent. Perhaps that is one answer to catching these situations.
Kansas response to Washington:
I spoke to the Kansas Bar Association about this issue and the consensus was that as long as the establishment had staff on site during normal business hours, there was nothing wrong with a mail service acting in this capacity. I was surprised at first, but does seem to meet the requirements.
Full text of email:
Good morning,
A trend we are seeing in WA is that UPS and others are now advertising their mail services as physical business addresses (with no POBox or PMB #’s). Not knowing the difference, customers are attempting or asking to use that as their registered agent address.
Are other jurisdictions having the same inquiries? It’s slow moving now, but could become problematic for registered agent requirements.
I am planning to post info to our website explaining the differences in regard to registered agents.
Patrick
Patrick Reed
Operations Manager
Division of Corporations and Charities
Office of the Secretary of State
360.725.0358
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