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What is a Virginia Registered Agent?

What is a Virginia Registered Agent?

Under Virginia law, a registered agent is a person or company that your Virginia corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP) chooses to be the central contact for the receipt of official notices and lawsuits. Upon receiving a legal notice or other official documents, then the registered agent will forward the notice to the owners of the entity.

Does Virginia require a registered agent?

A registered agent is required by the Virginia State Corporation Commission, under Virginia law, Statutes § 13.1-1015 (LLC) and § 13.1-634 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state.

This appointment is first made in the entity formation documents (Articles of Organization or Articles of Incorporation) but can be changed at any time.

Sole proprietorships and general partnerships do not need a registered agent.

What is required of a registered agent in Virginia?

The primary responsibility of a registered agent in Virginia is to accept important legal notices and tax documents on behalf of a Virginia business and then forward it to the appropriate person.

The agent must be available during normal business hours to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.  

The reason for having one makes sense. If a business is owned by one individual, it’s easy to determine who should be notified in the event of an annual report renewal, lawsuit, or tax notice. However, if a business has several owners, members, or partners, it would be difficult to determine who the correct contact is. By requiring a central point of contact, there is no question that time-sensitive documents are going to the right person in a timely manner.

What happens if you don’t have a registered agent in Virginia?

Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:

Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.

Administrative Dissolution – In Virginia, if the business doesn’t have a registered agent, the state can dissolve the entity, which will halt the ability to legally transact business and strip the owners of personal asset protection should the business be sued.

Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.

Who can be a registered agent in Virginia?

A registered agent in Virginia can be:

A resident of the state who is 18 years or older AND is either a member of the Virginia State Bar or holds a management position of the entity such as an officer, member, or director; OR is,

A registered Virginia domestic business entity or a foreign business entity authorized to do business in the state. An entity cannot designate itself as its own registered agent.

The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Virginia. This can be your home address, the address of a family member, an accountant or attorney, the business address, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents, however, exceptions are made for towns with fewer than 2,000 residents.

The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity. 

Should you be your own registered agent in Virginia?

While any individual, business owner, member, officer, director, etc., of a business entity that meets the state of Virginia’s registered agent requirements, can be a registered agent. Even though it is less expensive to act as your own agent rather than hire a registered agent service. While this is the route many businesses take, there are a few reasons to consider hiring a service.

Privacy – The registered office address becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side, and they don’t want their employer knowing about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.

Availability – Virginia requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.

If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.

Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.

How much does a registered agent cost in Virginia?

If you act as your own registered agent, there is no cost.

Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.

Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.

Can a registered agent be changed in Virginia?

If the registered agent changes, the entity will need to submit a change of registered agent filing and pay the state filing fee.

A registered agent can be changed by submitting the Statement of Change of Registered Office / Registered Agent Form to the Virginia State Corporation Commission.

In addition to filing the form, be sure to update the LLC’s operating agreement or corporation’s bylaws with the new registered agent’s information.

Is a registered agent liable for the actions of the business?

The only liability a registered agent faces is from a lack of timely transmission of correspondence. If the registered agent is negligent in sending documents promptly and the entity suffers a financial loss, the registered agent is responsible for paying those damages.

Can a registered agent sign on behalf of an LLC?

Unless the registered agent is also authorized to sign on behalf of the entity, they are not legally allowed to sign.

Does a sole proprietor need a registered agent?

Only entities registered with the Virginia Secretary of State, such as corporations and LLCs, need to register a registered agent. Sole proprietorships and general partnerships do not.

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