Where to update your business address when moving
A change to your principal business address affects more than one type of record. Some updates are filed with government agencies in your formation state and in every state where your business is qualified to operate. Others appear in your bylaws, operating or partnership agreements, business contracts, and other records that list your old address.
Update your government filings
One of the most important tasks is updating every place your old business address is on file with a government agency. For a statutory entity such as an LLC or corporation, that starts with the Secretary of State (or similar office) in the state of formation and extends to each state where the entity is qualified as a foreign entity. Updates are also needed with the agencies that issued your licenses and permits, as well as federal, state, and local tax departments.
Formation documents. These are known as articles of incorporation (for corporations) or articles of organization (for LLCs), and they should reflect your new address. The change is made with the Secretary of State. Many states offer a statement of change or notice of change form for this purpose, while others require a formal articles or certificate of amendment.
Foreign qualification documents. If your corporation or LLC does business in other states, the qualification document (often called a certificate of authority) should be updated when the principal office address changes. As with formation documents, the change may call for an amendment or a state-specific form.
Annual reports. Many states allow you to update your address through the annual or biennial report filing. Whether or not your state allows this, make sure to include the new address when the next annual report is filed in your formation state and in each state where the entity is qualified. A managed annual report service can include the new address in each filing when it comes due.
Registered agent and registered office. If you use a professional registered agent, provide them with your new address so they can forward documents received on the company's behalf. If your principal office is also your registered office, which is the case when you or an employee serves as the registered agent, you will need to file a change of registered office document with the state.
Assumed names. If the business operates under an assumed name (also known as a “doing business as” or DBA name), a filing should be made with the jurisdiction where the name is registered. That may be at the local level, the state level, or both, depending on the jurisdiction.
Business licenses and permits. The process for updating business licenses differs depending on the federal, state, and local agencies involved. Compile a list of every license and permit the business holds. That way you can see what needs updating and spot any that may be missing.
Taxes. Notify the IRS and every state and local tax authority where the business pays taxes. For the IRS, use Form 8822-B, Change of Address or Responsible Party – Business.
Update your internal documents and contracts
Your old address may also appear in documents that are not filed with a government agency. These include governance documents such as bylaws and operating or partnership agreements, as well as business contracts and agreements. Some contracts require you to notify the other party when your principal office changes.
Notify your partners and update your materials
Many of the businesses and people you work with will need your new address, along with any other contact details that are changing. This includes your:
- Banks and lenders
- Insurance and benefits providers
- Payroll processors
- Merchant services providers
- Utility companies
- Shipping carriers
- Accountants, attorneys, and other advisors
- Suppliers and vendors
- Customers
- Employees
A change of address filed with the U.S. Postal Service can also help catch mail from senders who still have your old address, including government agencies.
Your marketing materials, business templates, and other public-facing information should show your new address as well. This includes your:
- Website, including legal pages such as terms of service and privacy policy
- Social media profiles
- Online business listings and directories
- Email signatures and marketing email footers
- Invoices and purchase order templates
- Letterhead and business cards
- Signage, packaging, and labels
- Other marketing assets
Moving your principal office to another state
If your business is moving its headquarters to another state, the move also raises the question of how the entity will be set up there. The business has four options:
- Convert or domesticate the entity into the new state. The entity continues as the same business in the new state, and its assets, liabilities, and ownership interests carry over. This is generally the least complex way to change the state of formation, though this option is not available in all states.
- Merge the entity into a new entity formed in the new state. The merger must follow the merger provisions of the applicable corporation or LLC laws, and documents have to be filed in both the old state and the new state.
- Stay formed in the current state and register in the new state as a foreign entity. If the business continues to operate in its original state, the entity remains a domestic entity there and must keep meeting that state's annual filing and registered agent requirements. Its principal office address on file in that state should be updated to reflect the move.
- Form a new entity in the new state and dissolve the old one. This is typically the most expensive and complex option since it involves transferring assets and contracts and winding down the old entity.
Each option involves its own filings and compliance steps. If the entity was registered as a foreign entity in the state it is leaving, it must file to withdraw that registration once it stops doing business there. Otherwise, it can remain liable for annual fees, taxes, and reporting requirements in that state. Because each option carries legal and tax consequences, it is worth working with an attorney and a tax advisor before deciding.
Additional resources: Mergers, acquisitions, and conversions, What are foreign entity registration requirements?
Don't forget items specific to your business
Every business has its own circumstances, so your checklist may include additional tasks. For example, a company involved in litigation may need to notify the court of its new address. If your address is listed in a UCC filing, an amendment may be needed to reflect the change.
Government contractors, trademark owners, and businesses in regulated industries may also need to update their registrations with the agencies involved, such as SAM.gov, the U.S. Patent and Trademark Office, or industry regulators.
CT Corporation is dedicated to helping your business stay compliant so you can focus on the move. If you want to learn more, contact a CT Corporation representative.
