Introduction

Nonprofit organizations occasionally relocate their operations from one location to another. Given all the associated tasks, it’s all too easy to put off the tedium of updating the myriad extant references to an old address. But if this task isn’t tackled in an organized, proactive manner, problems are likely to arise—a lost check, a lapsed account, a frustrated donor, or missed legal notices.

This guide offers an organized overview of the steps to be taken before, during, and after your organization relocates from one physical address to another to minimize trouble. It includes special considerations for land trusts.

Multiple Addresses

Many organizations maintain ties to multiple addresses for different reasons. This guide distinguishes between two basic types of addresses: the one-and-only registered address, and one or more mailing addresses.

Registered Address

Every non-human legal entity in Pennsylvania has a single registered address recognized by the Pennsylvania Department of State. For nonprofits, this address is first established with the filing of Articles of Incorporation and remains on record until formally changed by the filing of a Statement of Change of Registered Address with the Department. Registered addresses are public information and can be easily identified at https://file.dos.pa.gov/search/business.

A nonprofit’s registered address is its official address for Commonwealth purposes, including for delivery of notifications and reminders. Courts regard this address as the default address for service of judicial process. Primarily for this reason, P.O. boxes may not be used as a registered address. While court documents may be served at another address known to be used and occupied by an organization, service at the registered address is the safest way to avoid arguments about whether documents were properly served. Private parties also commonly rely on the registered address; for example, an executor seeking to disburse a bequest may look up the registered address of the organization to send notices of estate administration and disburse funds from the estate. The registered address does not need to be the address that an organization uses for its operations, but it does need to be an address to which the organization maintains meaningful ties, such that formal notices or judicial process can be reliably received.

Organizations without a physical office location have options. Some small organizations use a founder’s home address to save time and money, notwithstanding significant downsides (e.g., privacy, continuity, risks of lost or misplaced notices). Better options might include obtaining permission from an allied nonprofit that maintains a staffed office location, using the address of legal counsel, or using a Commercial Registered Office Provider—a company that lets organizations use its address as their registered address—for a fee.

Maintaining an up-to-date registered address is a quick and easy way to prevent confusion, lost time, and costly errors—even default judgments against the organization.

Mailing/Operational Address

While the registered address must be stable and accessible for the purposes identified above, it does not need to be the same address used for day-to-day correspondence, such as notices of matters subject to land trust review under a grant of conservation easement. For example:

• Small volunteer organizations commonly use a P.O. Box as a primary mailing address to ensure that multiple designated individuals may regularly pick up mail.
• An organization registered at a remote or rural location with less reliable mail and carrier service might use a P.O. Box or other more accessible address for operational purposes.
• Larger organizations may have multiple office locations, using a variety of other addresses for various operational purposes.

Because there is no public authoritative source for every organizational mailing address (as there is for registered addresses), there is likewise no single, authoritative method for updating all existing references to an address with which an organization disassociates. A mailing address may be associated with dozens of accounts, listed as the address for notices in hundreds of contracts and real estate documents, and printed on the letterhead of thousands of extant letters.

Changing One, Both, or Neither

Different circumstances may result in changing an organization’s registered address, its mailing address, or both. Where an organization is discontinuing its relationship with an address that has been a primary or significant mailing address for various reasons, work may be extensive to ensure that the world is on notice of the change. Where ties to a previously used address will remain, little or nothing may be necessary. If an organization will discontinue ties with its registered address, updating is critical. For smaller organizations, maintaining alignment between the registered address and mailing address may be a best practice to ensure nothing is lost to the ether.

Regarding Conservation Easements

All sorts of contracts and agreements contain notice provisions, specifying where correspondence arising under the agreement must be directed. Of special importance for land trusts, grants of conservation easements typically include an address for notices to holder. Failure to update landowners about a change in the listed address can create real problems. For example, while most modern grants do not include “deemed approval” provisions (where failure of hold to timely respond to a request constitutes approval), not receiving landowner correspondence can lead to avoidable problems. Sending formal change-of-address letters and maintaining records of the same in the stewardship file is protective.

Action Steps

The following can serve as a checklist when preparing to relocate operations or disassociate with an address that has been used for some particular organizational purpose.

Initial Preparation

1. Prepare a list of names and mailing addresses for all current owners of land on which the organization holds conservation easements, trail easements, leases, or other non-fee property interests. Draft a letter advising these parties that the address for notices has formally changed. For example:

OFFICIAL NOTICE: CHANGE OF ADDRESS

This letter is your official notice that the mailing address of [organization] has changed. Beginning [date], the address for delivery of notices and other correspondence regarding the [conservation easement; trail easement, etc.] we hold on your property must be delivered to the following address to be effective. Visit our website for more information: [url].

2. Prepare a notification for broad and non-targeted distribution to the contacts in the organization’s database(s), to be distributed via print or digital newsletters, a postcard, or other means.
3. Prepare updated letterhead.
4. Search for the organization on a variety of search engines to inventory places where its address information is publicly available.
5. Prepare a list of open accounts and service providers: bank accounts, supply contracts, accounting firms, legal counsel, etc. In the digital age, the stakes are markedly lower for updating mailing addresses; mailing addresses may be of limited significance for services accessed primarily online or by email. Give special attention to accounts where physical mail or delivery is expected.
6. Prepare a change of address notification for inclusion in the email signatures of staff.
7. Prepare a prominent notice of address change to be placed in a banner or splash page on the organization’s website.

The Run Up

1. Once the new address is known and in advance of the move, include announcement of the pending change of address in the organization’s regular communication with its contacts and especially in correspondence with owners of lands in which the organization holds an interest.

Upon Relocating

1. If the registered address is to be changed, file a Change of Registered Office with the Department of State.
2. Mail formal change of address notice letters (described above) to all identified landowners.
3. Visit the post office, or moversguide.usps.com, to file a change-of-address order and establish mail forwarding. Ordinary mail forwarding is effective for 18 months, counting from the end of the month in which the change is made. An additional 18 months of forwarding may be purchased.
4.  Issue prepared notifications to the organization’s contacts. Pay special attention to funders, project partners, and key supporters of the organization.
5. Update all insurance policies, with particular attention paid to general liability and property insurance policies. Failing to notify the underwriters of property policies and general liability policies may create direct problems, even coverage gaps. Property insurance policies are specific to the property insured, and general liability policies are commonly underwritten on the basis of the specific premises used and occupied by the insured.
6. Update the address on internet and social media accounts. Reach out to web hosts with outdated address information and request corrections. Conduct another round of search engine searches for the organization and contact the hosts of any websites that list the outdated address.
7. Update all accounts with banks and financial institutions.
8. Notify the IRS of the change. For tax-exempt nonprofits nearing the filing of its annual return, a change of address can be reported in that filing. Otherwise, use form 8822-B to report the change of address.
9. Send targeted notifications to membership organizations to which the organization belongs (e.g., WeConservePA, Land Trust Alliance).

8. If the organization is registered with the Pennsylvania Bureau of Corporations and Charitable Organizations (required for solicitation of funds in PA), simply ensure the new address is reported on the next BCO-10 renewal filing.
9. Update address information with the Department of Revenue and Department of Labor and Industry.
10. Update payroll records.
11. If the move changes the physical work location of paid employees, consult with the origination’s payroll provider to verify whether the change requires remittance of earned income tax and local services tax to a different jurisdiction.
12. Notify local taxing authorities and collectors.
13. If any grant applications or grant agreements are open and outstanding, ensure that the grantor’s point of contact receives the notice.