If you’re registering your business in Virginia, there are some important steps you’ll need to take, like choosing a unique business name and designating a registered agent. A registered agent is a person or entity in charge of receiving and forwarding state and legal mail for your business. This role not only fulfills a state requirement but also helps business owners like you rest assured that important documents won’t be overlooked.
Whether you’re starting a new venture in Alexandria, Richmond, or beyond, get acquainted with the guidelines for having a registered agent, how to select the right agent for your company, and what kinds of Virginia businesses could benefit from hiring an outside registered agent versus appointing one internally.
What is a registered agent, and what do they do?
A registered agent is a person or entity that your business designates to receive official state and legal mail, like annual report notices or lawsuits. They will then forward all important documents to the business.
Designating a registered agent is part of the business formation process in Virginia, making it a necessary legal requirement.
A registered agent in Virginia is not to be confused with “resident agent,” which is a person or entity appointed by a nonresident property owner who owns and leases property in Virginia. The resident agent acts in a similar vein as a registered agent, keeping a business office to accept legal documents and other important paperwork for the nonresident property owner.
Extra services offered by professional registered agents
Many business owners choose to hire a service because of the additional offerings they may provide. Some of these might include:
- Notifications for annual reporting deadlines
- Document scanning and storage
- Mail forwarding
- Time-sensitive mail alerts
- Virtual mailboxes
- Junk mail filtering
If you already have a registered agent that you like but that doesn’t offer some of these add-ons, you can always turn to LegalZoom’s virtual mail service, which provides a real Virginia business address, digitized mail, junk mail filtering, shredding, and storage—all for a low monthly price. This service, paired with your registered agent (or our registered agent service) will cover all of your business mail basics.
What are the legal requirements for a Virginia registered agent?
The Code of Virginia dictates the requirements of a VA registered agent, who must:
- Be an individual person who is a Virginia resident or a business entity authorized to transact business in Virginia. If appointing an individual, this person must agree to serve as the registered agent and must be either a member of the Virginia State Bar or part of the management of the business, meaning that they’re 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. If a business is appointed, the business must be a corporation or LLC authorized to transact business in Virginia. However, the business cannot be appointed as its own agent.
- Maintain a registered address. This must be a physical street address in Virginia. It cannot be a P.O. box unless the registered agent is in a town with a population of 2,000 or fewer and no street address is available.
- Be available at the registered address during normal business hours. This can be either the individual registered agent or someone in the office that is designated in writing to accept service. A Virginia registered agent that is a corporation, LLC, or LLP must designate in writing one or more people at the office of the registered agent as authorized to accept service.
If you’re starting an LLC in Virginia and 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 Virginia registered agent for your business.
Why should you hire a Virginia registered agent?
The most important reason to hire a Virginia registered agent is to ensure that your business is compliant with state law. But there are some other important benefits to keep in mind.
Legal compliance
A registered agent is required by law for every registered business entity, such as a corporation, LLC, or LLP, that is either formed in Virginia (a domestic entity) or formed in another state and conducts business in Virginia (a foreign entity). Sole proprietorships do not register with the state, so this requirement doesn’t apply.
Registered agent information is required on new business paperwork, so not including these details means that the Commonwealth of Virginia State Corporation Commission (SCC) will likely reject your business filings. Additionally, if an agent has resigned and the business doesn’t appoint a new one within the specified time frame of 31 days, the SCC can change the business’s status to terminated, revoked, or canceled, requiring the business to go through the reinstatement process.
Benefit for your business
While many businesses have physical office locations, others do not. For business owners working out of their home, hiring a professional registered agent service not only maintains legal compliance but also ensures a professional address is provided to receive service of process and government notices.
Privacy
Additionally, a registered office other than your home means that state and legal mail will be personally delivered or sent to the registered agent’s business address. Not revealing your home address protects your personal information, enhancing the separation between your business and personal life. Plus, because a registered agent's address is public record in Virginia, your home address won’t be on file or be inconvenienced by receiving junk mail from other companies.
Another privacy factor that many business owners don’t consider is the risk of embarrassment of being served with legal papers in front of clients and employees. Having an outside agent takes care of this potential problem by keeping legal issues private.
Added services and benefits
Some additional benefits include:
- Peace of mind. Hiring an outside, professional registered agent means that there will always be someone on-site during regular business hours to receive your mail. They will have a Virginia street address that is properly staffed as required by Virginia law, ensuring that no important notices will be overlooked.
- Less hassle to change your address. Business office locations might change from time to time due to rental agreements or other factors. If you are your own agent, you’ll need to notify the SCC and complete the appropriate paperwork every time your company moves its office. But if your Virginia registered agent service’s office changes, they will file the Statement of Change of a Registered Office on your behalf.
- Extra services. The Virginia registered agent service may provide add-ons, such as archiving documents, preparing and filing registration forms, and maintaining a calendar for annual reports or license renewals.
Who should hire a professional registered agent?
As we’ve noted above, business owners who value privacy, convenience, and professionalism should hire a professional Virginia registered agent service. But there are some instances in which hiring one is a legal requirement.
You’ll need to hire an outside registered agent service if:
- Your business is organized in another state, and you conduct business in Virginia but do not have a regular office with a physical address there.
- You have organized your business in Virginia but do not conduct business in the state. (Depending on the state in which you do business, you may need to hire a registered agent there.)
How to hire a Virginia registered agent
The process for hiring a Virginia registered agent service is quite simple.
First, research Virginia law firms or companies that offer this service. Consider using LegalZoom’s registered agent services, which provide the privacy and convenience you need as a busy business owner. We comply with Virginia requirements so that your business stays in good standing and ensure that you receive all necessary paperwork and notifications in a timely manner.
After choosing your Virginia registered agent, get their consent. Unlike some other states, Virginia doesn’t provide or require the filing of a registered agent consent form, but it’s a good idea to have some sort of documentation (e.g., email correspondence, receipt, etc.) proving that whomever you’re designating agrees to taking on this role.
Finally, provide the agent’s information on your filing documents. 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 registered agent is located. Then, your business can be officially registered in Virginia.
FAQs
Can you change registered agents?
You can change registered agents, or the registered agent 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 filing this form, and it can be done online through the SCC Clerk’s Information System or by submitting a Forms Request on the SCC’s website. A registered agent can resign by filing a Statement of Resignation with the SCC, in which case the business entity must then designate a new registered agent within 31 days of the time of filing.
Can I be my own registered agent in Virginia?
Yes, you can, but you must fulfill the registered agent requirements: be a Virginia resident, have a Virginia physical street address for the registered office, plan to be available during regular business hours, and either be a member of the Virginia State Bar or a member of your business’s management.
Should you hire a registered agent before forming your LLC?
Before forming your LLC in Virginia, you’ll want to hire a registered agent (if you’re not acting as your own agent), as they will need to agree to this role and the duties it entails. Getting their agreement beforehand means that you can add their Virginia registered agent information to your LLC’s articles of organization and get your new venture officially registered with the state.
How much does a registered agent cost in Virginia?
The cost to hire a registered agent in Virginia can be several hundred dollars per year, depending on the services provided. Extra registered agent services, like annual report calendars and junk mail filtering, will likely cost more.
Edward A. Haman, Esq. also contributed to this article.
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