A "registered agent" (or RA) will need to be designated with the Commonwealth of Virginia State Corporation Commission (SCC) if you organize or register your business in Virginia. This is a person or entity that your business designates to receive official legal documents in the event your business is sued, or its documents are subpoenaed.
The need for a registered agent
An RA is required by law for every business entity (corporation, LLC, LLP, etc.) that is either created in Virginia (a domestic entity), or is created in another state and conducts business in Virginia (a foreign entity).
When you register your business entity with the SCC, you will need to provide the registered agent's name, registered address, and name of the county or independent city where the RA is located.
If an entity fails to comply with Virginia's RA requirements, or if the RA cannot be served, service can be made on the Clerk of the SCC.
Duties of a registered agent
Although the Virginia Corporation Code states that the "sole duty of the registered agent is to forward to the corporation at its last known address any process, notice or demand that is served on the registered agent," the following duties are implied as well:
- Maintain a registered address. This is a physical street address in Virginia. It cannot be a post office box, unless the RA is in a town with a population of 2,000 or less. If the RA receives mail at a PO box in the same city or town as the registered street address, the address can include the PO box, but must also include the registered street address.
- Be available at the registered address during regular business hours to receive service of process. This can be either the individual RA, or someone in the office that is designated in writing to accept service. A registered agent that is a corporation, LLC, or LLP must designate in writing one or more "natural persons at the office of the registered agent" as authorized to accept service.
Registered agent requirements
A registered agent can be:
1. An individual person who is a Virginia resident, who agrees to serve as the RA, and is either:
a. A member of the Virginia Bar; or
b. Part of the management of the business; that is, an officer or director of a corporation, a manager or member of an LLC, a general partner of a limited partnership, a partner of a limited liability partnership, or a trustee of a business trust; or
2. A corporation, LLC, or LLP whose business office is also the registered office. This is a company that is in the business of serving as a registered agent for other businesses. However, such an entity cannot be its own RA.
Specific to LLCs: If a member or manager of an LLC is a corporation, a partnership, a trust, or another LLC, then an owner or manager of that entity may serve as the RA. Also, the RA for an LLC can be an "officer" of the LLC, which means any employee of the LLC designated by the company in writing as a person who can be served.
Selecting a registered agent
Whether you select an owner or employee of your business as an "in-house" RA, or hire an outside RA, it is important to be able to rely on your RA to promptly notify you if important legal papers are received.
'In-house' registered agent
You, a co-owner, or a manager (as described above) can serve as an in-house RA. You save the cost of an outside agent (about $50 to $500 per year) and you will immediately know of the receipt of any legal document. Disadvantages may include:
- The RA, or someone authorized by the RA to receive legal process, must be at the registered address during regular business hours. If you are operating out of your home, someone with written authorization must be there during regular business hours.
- If your company moves, you need to notify the SCC of the RA's address change.
- You risk the embarrassment of being served with legal papers in front of clients and employees.
- Companies will obtain RA addresses from the SCC and mail solicitations, so you will receive more junk mail.
Outside registered agent
An outside RA will need to be hired if:
- Your business is organized in another state, and you conduct business in Virginia but do not have a regular office there; or
- You have organized your business in Virginia, but do not conduct business in Virginia. (There is little, if any, reason to do this, as Virginia does not offer special tax or privacy advantages like those offered by some other states, such as Delaware and Nevada.)
Even if not required, advantages to hiring an outside RA include:
- The RA will have a Virginia street address that is properly staffed as required by Virginia law.
- You will not need to notify the SCC of a change in registered agent address every time your company moves its office.
- Your clients and employees will not be present when legal papers are served.
- The RA may provide other services, such as archiving documents, preparing and filing registration forms, and maintaining a calendar for annual reports or license renewals.
Changing a registered agent
A business entity can change registered agents, or the RA can change the registered address, by filing a Statement of Change of Registered Agent and/or Registered Office form with the SCC. There is no fee for this, and it can be done online. A registered agent can resign by filing a form with the SCC, in which case the business entity must then designate a new RA.