Do I need a Delaware business address to incorporate in Delaware? (and if not, what can I use?) 

Minh Mai
October 1, 2021

If you’re incorporating your business in the state of Delaware, a common question that may arise is: Do I need a Delaware business address to incorporate in Delaware?

The quick answer is no, you do not need to have a business address or physical office in the state of Delaware in order to incorporate or to form an LLC.  

You do need a business address to incorporate 

Although this business address does not to be in the State of Delaware itself, you do need a business address that will be known as your principal place of business. This principal state of business is often referred to as the headquarters for where business decisions are made or where the business is operating from. However, this doesn’t necessarily have to be the case — especially for remote companies without physical office spaces (See home address vs. virtual address).


What you can use as a business address on your Delaware incorporation documents

If you don’t run your business from a physical space in Delaware, your business address can be anywhere else in the United States or even another part of the world. For instance, if you’re operating out of California, you can use a California address as your principal place of business. Similarly, if you’re not operating within the United States, you can also use your address in Australia or Singapore for example — however, some actions like opening up a US bank account will require a US address. If you’re having trouble deciding what your business address should be, here are several popular options to think through: 

  1. Physical office spaces (commercial, co-working) 
  2. Virtual address (Stable, VPM) 
  3. Home address (If you don’t care about privacy) 


Your business will be subject to Delaware Corporation Laws regardless of the business address you choose 


Even if your business address is not in Delaware, you’ll automatically be opted into Delaware laws once you file to incorporate or form your LLC in Delaware. One of these requirements is that you must have a Delaware registered agent. Delaware registered agents are businesses or individuals with physical street addresses in Delaware and must be available during regular business hours to receive official papers for your business. These official papers can include court notices if your business is being sued (also known as "service of process" papers), business registration renewal reminders, and tax notices. 

For more information on this, you can read more about Registered agents and how to get one here


Conclusion 

Many Delaware corporations and LLCs are not actually operating out of Delaware although your entity may have been formed there. This is common practice in order to have your internal business affairs governed by Delaware law — so although you may not need a business address in Delaware in order to form a corporation or an LLC, it’s important to note that you will be subject to Delaware laws once you do so. This includes having a Delaware registered agent with a physical street address in the State in order to accept official business mail on behalf of your company. 

Outside of that, you are free to use your home address, your physical office location, or a virtual address on your incorporation documents, regardless of whether or not it is in the state itself!


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