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Question 31


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Corporate Bylaws and initial board of directors resolution
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Question: Does a company need to have its own office in state of its incorporation (I plan to incorporate in DE). Is the registered agents office the company's registered office? Or is it the registered office till directors are elected and share holders pass resolutions in their meeting? The incorporation companies are saying that it is and will remain as long as I'm subscribing their mail forwarding service. They dont have problems with me using that address on letterheads and business cards,on my billing documents, invoices etc.

Response: A corporation must have a "registered office" in the state where it is incorporated; however, this does not have to be a location where the corporation actually conducts its business. Let's say you are a Connecticut company but wish to incorporate in Delaware. You have also contracted with a third-party located in Delaware to serve as your registered agent. The office of the registered agent would also serve as your "registered office" in Delaware. Further, this would not preclude the corporation's principal office from being in Connecticut with the company letterhead, et cetera giving the Connecticut business address. Link to additional information.



Submitted: 2-18-2007; Zhang, DE
Response: 2-19-2007; JJR


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