Three addresses, one startup: the US address problems early-stage startups run into
JIGO Team··9 min read
General information only, not legal, tax, financial or immigration advice. JIGO is not a law firm.
Most founders think of a company as having one address. You register it, put it on the bank account and move on. In the US that assumption breaks early. A company usually ends up with several addresses, each used for something different, and the gaps between them cause trouble at the bank, in customer onboarding, when shipping product and when applying for visas.
The trouble is worst for startups without a US office: remote-first teams, founders still based abroad, and anyone who incorporated through an online service and never thought about it again. This piece walks through the case of Company A, a JIGO client. A is an early-stage Delaware C-corp that sells to large US tech companies. In its first year, its address caused problems with its bank, with customer vendor onboarding, with importing product and with visa planning. Some are fixed and some are still open. JIGO ran into a few of the same problems in its own early days, so we've included those too.
The three addresses in this piece
US forms often ask for a company's address by role. This piece separates them into three. All three can be the same place, or all three can be different.
| Address | What it is for | Who asks for it |
|---|---|---|
| Registered agent | A physical address in the state where someone accepts lawsuits and official state notices for the company. Every state the company is registered in needs one: Delaware for a Delaware company, and California too once it registers to do business there (California calls it an agent for service of process). | State governments, courts |
| Mailing address | Where post goes. Many forms ask for it separately. | IRS, banks, customers |
| Physical or principal address | Where the team actually works. | Banks, customers, visa officers |
A company can have more than one physical address. "Headquarters" can mean different things on different forms, so when a form asks for a principal office or physical address, check that agency's or form's instructions for what it means. What matters is answering consistently wherever the same kind of address is asked for.
The problems Company A ran into
1. The address you got at incorporation is not an operating address
Formation services such as Stripe Atlas give a new Delaware company a registered agent address. That address exists to receive legal papers, not to show where the company works, so banks usually won't accept it as the physical address of a company operating in the US. The exception is a real office that also serves as the registered agent address.
2. A virtual address in the wrong field can get a bank account flagged
Company A got a second address from a virtual mailbox service and used it to open an account at Mercury (an online business bank popular with US startups).
Mercury's rules are more specific than "no virtual addresses." It asks separately for a legal address, a physical address and a mailing address. A virtual mailbox address is fine as the mailing address, and some mailbox providers are official Mercury partners. The legal and physical addresses are different: Mercury's help center says it won't accept P.O. boxes or virtual offices there. The physical address should be where the team actually works. If you don't have an office yet, a home address you can verify with an ID or a utility bill works, and founders based abroad can give a verifiable international address.
A virtual address in the legal address field may get the account opened anyway and flagged later. That happened to JIGO before we launched, when we were just getting started. Mercury noticed that many companies were registered at our address and gave us 30 days to provide a new one, so we had to find an office in a hurry. Mercury doesn't publish a fixed deadline. Its help center says only that access may be restricted until a valid address is on file.
3. An address mismatch caused trouble in enterprise vendor onboarding
When a large company onboards a new vendor, its system often compares the address on the vendor's W-9 with the one on its bank verification letter. If they differ, problems can start at verification and the deal can stall.
Company A's W-9 showed the address from incorporation, while its bank had the virtual address. One customer's system blocked verification, and A got through only after asking Mercury to add a note to the bank letter explaining which address was which. It put out the fire, but it was a patch.
It also helps to know what a W-9 is. According to the IRS, a W-9 is generally given to the customer or other party that requests it rather than filed with the IRS. If your address has changed, send the updated information and confirm the other party has updated its records. If you're unsure what to enter or certify, check with a tax advisor or CPA. The harder part is having several versions in circulation and losing track of which customer has which address.
4. A customer asks, "Do you have an office that can receive goods?"
Company A sells a physical product. After informally handing over samples, a large customer planned a bigger order and set conditions. The goods had to enter the US through formal channels, and the US entity had to import them, hold them as its own stock and then deliver them. Then the customer's contact asked: "Do you have a physical office that can receive goods?"
Receiving a box is usually the easy part. Many virtual mailbox services accept packages from the major carriers. The customer was really asking two other things: is this company actually operating in the US, and who is the importer of record? Company A is still confirming the customer's exact requirements, and the shipment is due within a few months.
5. For an E-2 visa, officers look for evidence the business is actually operating
One visa many founders consider is the E-2 treaty investor visa, open to nationals of treaty countries and usually applied for at a US embassy or consulate. E-2 officers look at whether the business is actually operating. Under State Department guidance (9 FAM 402.9-4(D)), a physical office is not a requirement for an E visa, but it can be a factor in the review. Whether a virtual office or coworking space is enough evidence depends on the case, and it isn't something we can judge.
An immigration lawyer we spoke with told us officers may ask to see office space that fits the number of visa applicants. For example, if three people apply, you may be asked to show space where three people can work. Other immigration lawyers have described similar experiences, but it is not an official rule. How strict officers are also varies. We've also heard that officers may want a lease of 12 months or more, but we couldn't confirm that in official guidance either. Talk this through with an immigration lawyer.
Two practical points. First, a coworking agreement is usually a membership or license agreement, not a lease or sublease. Some of our clients have submitted one with their visa paperwork, but whether it's enough depends on the case. Second, coworking space provided by an investor or accelerator may not come with a separate written agreement, which can be a problem when you need documentation.
In short, incorporation, banks, customers and visas each check your address against different standards, and banks differ from each other too. Passing one step doesn't mean you'll pass the next.
6. Moving offices can mean missing important mail
Early teams move often. When JIGO moved offices, an IRS check for about $60,000, an R&D tax credit refund, went to our old address. The people there called us before throwing it away, and that's the only reason we got it.
To reduce the risk, manage your mailing address and each agency's change of address process together. Keeping one mailing address that stays the same when the office changes helps. The IRS uses Form 8822-B for businesses to report a change of mailing address or business location. Mail forwarding alone may not be enough.
Fixes, cheapest first
| Situation | Fix | Limits |
|---|---|---|
| Cash is very tight | Use a virtual mailbox as the mailing address, where you actually work as the bank's physical address, and keep the registered agent for legal notices. Whether a bank accepts a home address when you have no office varies by bank. | Your home address may end up on documents. Receiving goods and visa paperwork still need separate solutions. |
| You need to receive and hold product | Use a small shared warehouse or 3PL that gives you a street address, or go through a trading company that can act as importer. | Can be an option for receiving and storing goods, but address questions can come up again in bank, customer and visa paperwork. |
| You can afford a small office | Rent a 1 person private office at a coworking operator. Prices vary by location, term, availability and quote, so check current quotes when you're ready. | Lets you consolidate mail, packages and your bank address, and gives you an actual office agreement you can include in visa paperwork (confirm with an immigration lawyer whether it's enough). Check package and mail terms with the operator and address acceptance with your bank. |
| Several people need to work together | Look for space that fits your actual headcount and terms of use. | Costs more. |
If you can afford it, we recommend getting a 1 person office early. Having a real place to work helps cut down on address confusion.
Checklist
- Write down which address you gave each party: registered agent, mailing, physical, bank, IRS, W-9 and each major customer.
- Keep registered agent, mailing and physical addresses distinct, and track which kind of address each agency asks for.
- Keep your mailing address the same even when the office moves.
- When an address changes, report it to the IRS on Form 8822-B and send the new address to your bank and customers.
- If you bank with Mercury, check its help center for current address requirements. For other banks, confirm with that bank which addresses it accepts.
- Before your first shipment, ask the customer who must be the importer of record and what receiving documents it needs.
- Check that your mailbox plan accepts packages.
- If your bank flags your address, respond right away. Access can be restricted until it's fixed.
- If you plan to submit office documents for a visa, check with an immigration lawyer before you sign.
How JIGO can help
JIGO acts as the in-house real estate team for startups. In California and Washington, we find space that fits what you need, from a 1 person coworking office to an office sized for your team or a small warehouse to receive product. After you sign, we handle renewals and keep track of the important dates. Tell us your requirements and we usually have a shortlist within a day or two.
When a lease needs brokering, a licensed real estate broker working with JIGO handles tours and negotiation. Startups pay nothing. The brokerage commission is paid by the landlord to the licensed broker handling the deal.
If you're a founder or in HR and somehow ended up owning the office, reach out at jigo.ai when you need an office or a place to receive product.
Before you rely on this
- This is not legal, tax, banking or immigration advice. Bank policies, visa practice and prices change, so check them yourself.
- The import process (importer of record, customs, product-specific rules) is outside this piece.