Moving Out: What to Do When You Relocate Your Headquarters

05 Nov Moving Out: What to Do When You Relocate Your Headquarters

Posted at 10:38h in Articles by Rapp Krock

Kieran Wheeler

Shareholder

A Note on Wording: A business is commonly referred to as a “company” in the non-legal world. However, the word “company” can be confusing when talking about legal entities, because it can be interpreted to only refer to a limited liability company, or LLC. Texas permits businesses to be structured in many different ways, including corporations, partnerships, and limited liability companies, among others. To avoid confusion, this article will use the word “entity” to refer to a business, in order to cover all types of business structures.

Relocating your business headquarters can be a daunting task, full of logistical challenges. However, outside of the typical issues of business continuity, there are also a number of easily-overlooked items that a business should consider reviewing, in order to avoid potential legal issues stemming from the move.

Update the Texas Comptroller

The Texas Comptroller will send any communications regarding your entity’s tax obligations (such as a reminder of an upcoming filing deadline, or a notice that additional tax may be due) to the most recent address that is on file with the Texas Comptroller as the entity’s principal place of business. When an entity is initially formed, the principal place of business is listed in the Certificate of Formation.

If your principal place of business changes, you should update the Comptroller’s records to ensure that you do not miss any vital communications regarding your tax account. An address can be changed through the Comptroller’s Webfile system, which is accessible HERE. Alternatively, if you have not set up a Webfile account, your address can be changed through a stand-alone form, accessible HERE. Note that in order to ensure the security of your entity’s information, using the stand-alone form will require you to know certain information about its tax-filing history, or various tax identification numbers of the entity.

On an ongoing basis, most entities are required to file a Public Information Report with the Comptroller by May 15 of each year, that lists (among other things) the entity’s current principal place of business. Be sure to indicate on this form whether your address has changed since the previous Public Information Report, even if you have properly alerted the Comptroller of your new address through the methods identified above.

Update Your Appraisal District(s)

If your business utilizes personal property to produce income – such as furniture, fixtures, equipment, machinery, computers, inventory, materials, finished goods, or work in progress – it should file a personal property rendition each year, on or before April 15, with the Appraisal District in which the property is located. Each county’s Appraisal District may use a different form to use for rendering your personal property, or they may use a form promulgated by the Texas Comptroller. Check the website of your Appraisal District(s) in order to find and use the correct rendition form. (For example, the rendition form for the Harris County Appraisal District can be found HERE.)

Changes in your entity’s business address should be promptly reported to the applicable Appraisal District, even if the location of the personal property covered by the rendition does not change (for example, when your entity’s administrative office moves, but your warehouse of inventory remains in the same location). If the new address is still located within the same county, then check the website of your Appraisal District(s) in order to find and use the correct form to notify the Appraisal District of a change in your entity’s address. (For example, the change of address form for the Harris County Appraisal District can be found HERE.)

Alternatively, if the new address is located within a different county, then you should alert your current Appraisal District(s) that your business is leaving the county, and you should file a new personal property tax rendition with the new Appraisal District of the county tour entity is moving to. Check the website of your Appraisal District(s) in order to find and use the correct form to notify the Appraisal District that your entity is leaving the county. (For example, the notification form for the Harris County Appraisal District can be found HERE.) Then, be sure to file a new rendition form for the Appraisal District(s) to which your entity has moved, to set up a proper tax account in the new Appraisal District(s).

Update the Secretary of State (Optional)

There is not a standard procedure for an entity to notify the Secretary of State that it has changed its address. The Secretary of State will reflect on each entity’s records the most recent address as listed on the entity’s Certificate of Formation or Public Information Report. However, sometimes it is necessary to make sure that the address on file with the Secretary of State matches your current address, without the ability to wait until the next Public Information Report is processed. (Most commonly, this is the result of a third-party’s requirement, such as a lender.)

To immediately update your entity’s business address with the Secretary of State, you can file a Certificate of Amendment to your Certificate of Formation, to reflect a new business address and to make any other desired changes.

Update Your Registered Agent Information

If your entity’s registered office address – which is the address for your Registered Agent – is the same as your entity’s old address, then you should promptly update the registered office address. The registered office address must be a place where the Registered Agent can be personally served with any legal process related to your business; thus, relying on mail forwarding from your old office address does not meet the requirements.

The Secretary of State has generated a standard form for changing your registered office address (among other changes involving the Registered Agent); this form is available HERE.

Some entities do not have an officer serve as their Registered Agent, but instead retain a third-party company to be the Registered Agent. This service can be quite valuable, especially for businesses with offices in multiple states, but a Registered Agent service fulfills its obligation to your entity by sending notice of anything served upon it to the address that it has on file. Thus, if your entity relocates, you should promptly inform your Registered Agent service, including filing any forms that they may request, so that your Registered Agent service has your current, proper address.

Update the Internal Revenue Service

The Internal Revenue Service (“IRS”) will send notifications of taxes due, audits, and other correspondence to the address that it has on file for your entity. To update your entity’s information in the IRS’s records, you should file Form 8822-B with the IRS. A copy of this form, and instructions for its use, are located HERE.

Update the Texas Department of Insurance (Employers Only)

If your entity has employees, then you must keep the Texas Department of Insurance’s Division of Workers’ Compensation (“TDI”) updated on the location of your business, whether or not you provide workers’ insurance compensation insurance. To notify the TDI that you have opened a new business location, and closed the old one, you should file Form DWC205 with the TDI. A copy of this form is provided by the TDI online HERE.

Update the Texas Workforce Commission (Employers Only)

If your entity has employees, then you should also update your entity’s account with the Texas Workforce Commission (“TWC”). The TWC will ordinarily mail chargeback notices to your entity’s address of record within their system, and will mail unemployment claim notices to the last work address listed by the employee that has filed for unemployment. However, your entity has the option of consolidating these notices in one location, by designating a specific address for your business.

If you have already designated an address and need to update that designation, or if you want to select your new address as your designated address, then you can either update your address within TWC’s online Employer Benefits Services, available HERE, or you can mail in the Employer Designated Mailing Address Form, available HERE.

Update the Texas Attorney General (Employers Only)

If your entity has employees, then you are required to promptly update your entity’s information kept on file with the Texas Attorney General’s Child Support Division (“OAG-CSD”). To update this information, you need to log into the OAG-CSF’s Employer Information Center, which is linked HERE. The OAG-CSF is no longer accepting paper-filed documents, and any changes or new information must be filed electronically.

The above is not an exhaustive list of all of the notifications that your entity will need to send out in connection with a change of address. In addition to notifying your bank and other vendors, you may need to send notifications to any number of individuals and/or entities that you have contracted with (such as landlords, insurance carriers, equipment leasing companies, etc.). Please review your business contracts carefully in advance of any move, to ensure that you have properly satisfied all reporting obligations. If you have any questions regarding moving your entity’s location, or how to comply with any legal notifications connected with such a move, please contact Rapp & Krock, PC.

ABOUT THE AUTHOR: Kieran B. Wheeler is a Shareholder at Rapp & Krock, PC in the Business Transactions group advising clients on corporate governance matters as well as mergers and acquisitions and other business transactions.

DISCLAIMER

Rapp & Krock, PC presents the information in this article for general education purposes only. Although this article discusses legal issues, it is not legal advice. The law and the content of any linked website may have changed since this article was written, and Rapp & Krock, PC makes no warranty or guarantee about the continuing accuracy of the information presented. Use of this article does not create an attorney-client relationship, and Rapp & Krock, PC does not represent you unless and until we are expressly retained in writing.