Registered office

Why it must be in the jurisdiction

The registered office exists so that the corporation can be served with legal process and so that government correspondence reaches it reliably. The requirement that it sit in the jurisdiction of incorporation ensures that the local courts and registry can deliver to a physical address within their reach.

This is why a Delaware corporation must keep a Delaware address (typically through a registered agent), even if it operates entirely in California. The same applies to a CBCA corporation, which must keep a Canadian registered office even if the business runs from Singapore.

What it is used for

The registered office address is used to receive:

• Service of process in litigation
• Annual return notices, tax assessment notices, and other government correspondence
• Notices of director or shareholder meetings, when those are sent by the corporation to itself
• Communications from the corporate registry, including dissolution notices

Critically, service at the registered office is generally good service: a court will treat the corporation as having received the documents whether or not anyone there actually read them. Failing to keep the address current is a common way for default judgments to be entered against corporations that thought they had no notice of a claim.

Public record consequences

The registered office is public. It appears on the registry's website (Delaware's Division of Corporations, Corporations Canada, Companies House), in corporate searches, and on filings. Many founders set the registered office to their home address when they incorporate and only later realize it cannot be removed without filing a change of address.

A common solution is to use a law firm, accounting firm, or commercial registered-agent service whose address can serve as the registered office, keeping the founder's residence out of the public record.