Table of Contents
Introduction
If you’re in charge of legal compliance for a corporation in the United States, one of your responsibilities is keeping your company’s office and agent up-to-date. When changes need to be made to either of these, always file a BOC-3 form, alias Statement of Change of Registered Office/Registered Agent.
Don’t worry – this article will walk you through the entire BOC-3 filing process step-by-step. Just follow along closely and you’ll be able to submit this form correctly and on time.
SUMMARY
- Determine the Necessity of Filing a BOC-3 Form
- Identify the Appropriate Filing Time for the BOC-3
- Familiarize Yourself with Completing the BOC-3 Form
- Complete and Submit the BOC-3 Form
- Ensure Ongoing Compliance Following Submission
- Monitor the Processing Status of Your BOC-3
- Anticipate Confirmation
Recap
1. Determine the Necessity of Filing a BOC-3 Form
To apply for a BOC-3 form, determine the if you need it. First things first – do you need to file this form? The BOC-3 must be filed by:
- Domestic (in-state) corporations
- Foreign (out-of-state) corporations authorized to do business in the state
Specifically, you must file a BOC-3 when:
- The corporation changes its registered office address within the state
- The corporation changes its registered agent within the state
The registered office is the official business address where important legal documents can be delivered to the company. The registered agent is the person or business authorized to receive service of process on the company’s behalf.
If the corporation needs to change both the registered office address and registered agent at the same time, you can report both changes on a single BOC-3 form. Easy enough, right?
Follow this tips on how to change your registered agent. This is the person or business entity that’s officially designated to receive service of process and important legal notices on behalf of your company.
You want to pick an agent that’s reliable and responsible. Here are some options:
Pick a lawyer or law firm within your state
Employ a corporate services company
Get an accounting firm or financial institution
Use a business entity located in your state
Who should NOT serve as registered agent? You or any employee at the corporation’s address. The agent’s address must be separate from the main company address for proper legal notices.
The new agent must sign a statement consenting to the appointment on the back of the BOC-3 form. Make sure to get this signature before submitting the form!
On the other hand, here is how to choose to use your registered agent’s address as the new registered office address on the BOC-3 filing. This way any legal documents served there can be immediately forwarded to the agent.
But you do have the option to designate another physical address within the state as your registered office instead. Some companies prefer keeping this separate from the agent’s location.
Either way, make sure you pick an address that’s valid to receive business mail and legal papers, and check if any county-specific rules apply.
2. Identify the Appropriate Filing Time for the BOC-3
To lodge a BOC-3 form, identify the appropriate filing time. Here’s the golden rule on BOC-3 filing deadlines: file the form whenever the corporation makes a change to its registered office or registered agent.
The change legally takes effect on the date the BOC-3 is filed with the state. However, most states require you to submit the form within a certain number of days after the change happens.
For instance, in California you have 30 days from the date of the change to get the BOC-3 filed. Florida gives you just 20 days. New York allows 60 days.
The moral of the story? Don’t drag your feet! Check your own state’s cutoff and submit that form on time to stay compliant.
3. Familiarize Yourself with Completing the BOC-3 Form
To file a BOC-3 form, learn how to fill the form. Now that you know why and when to file the BOC-3, go through actually filling it out properly. Get familiar with each section of the form in order:
Corporation Name and File Number
Enter the legal name of your corporation as it appears in your state records. You’ll also need to include the file number issued to the corporation by the Secretary of State’s office.
Registered Agent Change
If you’re appointing a new registered agent, put their name here. Just make sure the agent’s street address is located within the state. No P.O. boxes allowed!
Leave this section empty if you’re keeping the same registered agent.
Registered Office Change
If you’re changing the registered office address, enter the new street address here. Again, no P.O. boxes – it must be a physical address within the state.
Leave this section blank if the registered office will stay the same.
Manner of Appointment
Check the box to show how the new agent is being appointed:
- The agent signed the consent statement on the back of the BOC-3
- The appointment is reflected in the company’s minutes or records
Effective Date of Change
Enter the date the change(s) take effect. This must be within 90 days after filing the BOC-3.
Authorization
An officer or chairman must sign and date the form here. Make sure to include their title too.
Never forget to triple check that all info is accurate and readable, print the form in black ink, get the agent’s signature on the back, include the filing fee payable to the Secretary of State and keep a copy for your records before mailing
4. Complete and Submit the BOC-3 Form
To put in a BOC-3 form, submit it. You can submit the BOC-3 either by mail or online filing:
Mail Filing
Send the original signed form and filing fee to the Secretary of State’s address. Use certified mail with return receipt requested as proof of filing.
Online Filing
Many Secretary of State websites let you file the BOC-3 electronically. Just upload the form and pay fees by card. Don’t forget to save the confirmation page!
Choose the proper submission method specified by your state.
>>>GET SMARTER: Business Plan for Trucking Business
5. Ensure Ongoing Compliance Following Submission
To avoid complications when filling a BOC-3 form, maintain compliance. Filing the BOC-3 is just the first step – you need to keep using the new registered office and agent consistently going forward:
- Update company letterhead, websites, marketing materials, etc.
- File any other state forms and compliance paperwork using updated info
- Direct all legal and tax documents to new registered office
- Inform vendors/partners/customers of change if needed
Consistency is key here. Expect legal notices and non-compliance if you use an old company address or agent name after filing.
Do not forget to file a recent BOC-3 immediately if the registered office/agent needs to change again down the road!
If your form gets a rejection, here are a few common reasons a BOC-3 may be rejected by the state:
- Use of typos
- Adoption of illegible handwriting
- Omit necessary signatures
- Have an incorrect fee payment
- Have outdated corporation status
If this happens, don’t panic! Simply review the rejection notice, make the necessary corrections, and re-submit the form. The state just needs you to fix any errors before approving the filing.
You can usually amend and re-file the rejected BOC-3, but check your state laws in case a brand new form is required. Clear up deficiencies quickly and compliant.
6. Monitor the Processing Status of Your BOC-3
To follow up, monitor your progress. How do you know if your BOC-3 filing was received and processed by the state? Here are some tips:
- Follow up in 2-3 weeks to confirm receipt of your mailed submission
- Check your state’s business entity search for updated registered office/agent info
- Call the Secretary of State’s office for filing status
- Review your mail for the state’s confirmation letter
- Print the certified filing receipt if you submitted online
Follow up to ensure there’s no problems or delays with your form. You want that BOC-3 officially on record ASAP!
7. Anticipate Confirmation
To ensure a successful process, wait patiently for a reply. Once you submit, you’ll get a confirmation from the state within a couple weeks. Hold onto this for your company’s permanent records.
Going forward, use the new registered office address and agent on all official corporate paperwork and filings. Also update company websites, letterhead, marketing materials, etc. with the change.
Recap
This guide outlines the essential steps for filing a BOC-3 form in the United States, covering when and why to file, how to complete the form correctly, submission methods, ongoing compliance, monitoring processing status, and anticipating confirmation. Accurate and timely filing ensures legal compliance and protects your corporation’s interests.
That’s the whole process for filing a BOC-3 from start to finish! A few small legal hoops to jump through, but getting it right keeps your corporation compliant and protected. Seems like a hassle, but properly updating these details will save you major headaches down the road!