Overview
Have you or your entity recently faced a rejection from the Washington Secretary of State (“SOS”) regarding the use of a private mailbox address (“PMB”) for a principal office street address? You are not alone! The SOS has recently become stricter on the use of PMBs for an entity’s principal office street address. While it has always been a requirement that you shouldn’t have a PMB for a street address, the system is now catching this and rejecting filings.
RCW 23.95.105(28) defines “Principal office” to mean the principal executive office of an entity, whether or not the office is located in this state. You are required to provide the street address of the principal office and optionally the mailing address. A street address is a physical location. So, because a physical location for the business is required it means that PMBs are not acceptable because the business is not actually physically located there.
Why does this matter?
The requirement to have a street address where the business is physically located is based on the rules around service of process (i.e. being able to serve a lawsuit or other legal documents or notices). When a 3rd party is trying to contact a business to serve a lawsuit the 3rd party must adhere to certain steps.
The 3rd party must (1) attempt to serve the Registered Agent as listed with the SOS; (2) if that fails, attempt to provide service at the principal office address as shown on the entity’s most recent annual report filed with the SOS; (3) if that fails, attempt service at any regular place of business of the entity; and (4) if all the above fail, then the 3rd party can serve the SOS on the entity’s behalf.
So, in order to meet the requirements of RCW 23.95.450(2), the 3rd party needs the physical street address of the entity. If the street address provided on an entity’s annual report is a PMB then the 3rd party cannot serve process in accordance with the statute.
Now I know some people are thinking “isn’t it a good thing that someone can’t easily serve me?” or “well if the 3rd party can’t serve me then I can’t be sued, right?”, these assumptions or thoughts are wrong. Your entity can only be harmed by not receiving notice of a lawsuit or notices from government agencies. The legal actions will still continue without your entity, you just won’t receive notice and then may be harmed or suffer damages because of it.
It is your legal responsibility to maintain correct information with the Secretary of State and the consequence of such failure is on you.
Can I use my registered agent’s address as a street address?
No, you should not and cannot use your registered agent’s street address as your entity’s principal office street address. Why? One, because your registered agent’s principal office is likely also not the principal executive office of your entity. Two, by not having multiple contact points your entity loses opportunities for points of contact to receive service of process.
Besides it not being legally correct, practically speaking, having multiple contact points for your entity increases the likelihood that your entity will receive the notice that it needs. Often one of the addresses changes and it is not updated with the Secretary of State or, given COVID, holidays, or vacations, one of the contact points’ offices are closed for an extended period. If there are multiple addresses and contact points, then the 3rd party has multiple options for service. Thus, increasing your entity’s chance to participate in the lawsuit or to respond adequately to an agency’s request.
If you need help with PMBs and the requirements for a street address, please feel free to contact The Apex Law Group PLLC. We’d be happy to help!
The above article is for general information purposes only and should not be relied upon as specific legal advice. This article, or contacting Apex, does not in any way form an attorney-client relationship. If you have any questions or would like to learn more, please contact Tara Vitale at tara@apexlg.com or visit our website.