Author Topic: Physical Address for incorporation  (Read 469 times)

Offline mellodybrew

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Physical Address for incorporation
« on: January 19, 2018, 03:50:00 PM »
Hello all!

We are a young club but growing fast and feel we need to and should incorporate. We are still considering IRS 501c7 filing as well - but first we need a non-profit LLC to get a bank account, etc.

We are dealing with an issue regarding physical address for the club. We don't want to tie this to any board member address and realize PO Boxes can't be used for this. How have you dealt with this for your clubs?

Sean
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Offline kramerog

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Re: Physical Address for incorporation
« Reply #1 on: January 19, 2018, 07:57:03 PM »
The address of incorporation should have the club's corporate files generally.  That could be the incorporating lawyer or the club's secretary.  This address might not be public or not freely available if you have an agent for accepting service of process for receiving official notice of a suit against the club.   I know that is the case in Illinois.  If there is a lawyer in your club, s/he may be willing to be the agent.

Offline mabrungard

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Re: Physical Address for incorporation
« Reply #2 on: January 20, 2018, 12:55:02 AM »
Unless your club is taking in large sums of money, there’s no need to get the 501c7 designation. Just incorporating in your state is enough.

The address can be almost anyway to contact the agent.
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Offline reverseapachemaster

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Re: Physical Address for incorporation
« Reply #3 on: January 20, 2018, 04:27:06 PM »
The easiest thing to do is to hire a company that will act as the registered agent for the club. They will provide a physical address and an agent to accept service of legal and tax documents. They usually charge a few hundred dollars annually. There are some national companies that do this (like CT Corporation) but there are probably local law firms or notaries that provide this service. It's not a rewarding use of club expenses but it's just part of administration of an organization.

You don't want to use a club officer because all their info becomes public records. Also, as you change officers you'll have to refile or amend your documents every time. Failing to maintain current records with the state could jeopardize your incorporated status.
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Offline mabrungard

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Re: Physical Address for incorporation
« Reply #4 on: January 20, 2018, 07:42:13 PM »
The easiest thing to do is to hire a company that will act as the registered agent for the club. They will provide a physical address and an agent to accept service of legal and tax documents. They usually charge a few hundred dollars annually. There are some national companies that do this (like CT Corporation) but there are probably local law firms or notaries that provide this service. It's not a rewarding use of club expenses but it's just part of administration of an organization.

You don't want to use a club officer because all their info becomes public records. Also, as you change officers you'll have to refile or amend your documents every time. Failing to maintain current records with the state could jeopardize your incorporated status.

This is an appropriate response for entities that can afford it. Unfortunately, that is rarely a cost that many homebrew clubs can afford.
Martin B
Carmel, IN

BJCP National
Foam Blowers of Indiana (FBI)

Brewing Water Information at:
https://sites.google.com/site/brunwater/

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Offline reverseapachemaster

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Re: Physical Address for incorporation
« Reply #5 on: January 23, 2018, 03:47:58 PM »
The easiest thing to do is to hire a company that will act as the registered agent for the club. They will provide a physical address and an agent to accept service of legal and tax documents. They usually charge a few hundred dollars annually. There are some national companies that do this (like CT Corporation) but there are probably local law firms or notaries that provide this service. It's not a rewarding use of club expenses but it's just part of administration of an organization.

You don't want to use a club officer because all their info becomes public records. Also, as you change officers you'll have to refile or amend your documents every time. Failing to maintain current records with the state could jeopardize your incorporated status.

This is an appropriate response for entities that can afford it. Unfortunately, that is rarely a cost that many homebrew clubs can afford.

OP said the club was growing fast. As any organization grows the cost of administration unavoidably increases. Large businesses offering registered agent services are probably unnecessarily expensive for a homebrewing club but with some phone calls I suspect they can find somebody locally who would do it for less.

The problem with using a club member who isn't in a permanent position with the club is what to do if that person fades away from the club. The club officers have to make sure the registered agent is still involved and file an amended registration (which often costs money) every time the registered agent changes. The designed registered agent drops off the club roll and moves and the club may never know it has been served with process or received letters from the state about their filing. The club fails to maintain the state requirements for its LLC and limited liability is easily pierced. If the club doesn't act to preserve its LLC status then it's not much worth the money in the first place.
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Offline mellodybrew

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Re: Physical Address for incorporation
« Reply #6 on: January 23, 2018, 05:13:05 PM »
The easiest thing to do is to hire a company that will act as the registered agent for the club. They will provide a physical address and an agent to accept service of legal and tax documents. They usually charge a few hundred dollars annually. There are some national companies that do this (like CT Corporation) but there are probably local law firms or notaries that provide this service. It's not a rewarding use of club expenses but it's just part of administration of an organization.

You don't want to use a club officer because all their info becomes public records. Also, as you change officers you'll have to refile or amend your documents every time. Failing to maintain current records with the state could jeopardize your incorporated status.

This is an appropriate response for entities that can afford it. Unfortunately, that is rarely a cost that many homebrew clubs can afford.

OP said the club was growing fast. As any organization grows the cost of administration unavoidably increases. Large businesses offering registered agent services are probably unnecessarily expensive for a homebrewing club but with some phone calls I suspect they can find somebody locally who would do it for less.

The problem with using a club member who isn't in a permanent position with the club is what to do if that person fades away from the club. The club officers have to make sure the registered agent is still involved and file an amended registration (which often costs money) every time the registered agent changes. The designed registered agent drops off the club roll and moves and the club may never know it has been served with process or received letters from the state about their filing. The club fails to maintain the state requirements for its LLC and limited liability is easily pierced. If the club doesn't act to preserve its LLC status then it's not much worth the money in the first place.

This is my main point. We don't want to tie this to any one person so the club can live on, easily, as the board changes, etc. We are researching a private agent.

As for the 501c7 registration - I understand this may not be needed now, but as we grow and take in larger sums, might not be best to just do it now? I would be curious as to what people consider the threshold for this and when it is needed.

Offline dbeechum

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Re: Physical Address for incorporation
« Reply #7 on: January 25, 2018, 04:06:37 PM »
When we did ours, we used our homebrew shop as our physical address.
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