When starting a business in West Virginia as a corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP) or Limited Partnership (LP), a registered agent may be something worth considering. Learn who the registered agent is, their job duties and the requirements to be one.
What is a Registered Agent?
A registered agent, also called an “agent for service of process, is an individual or company, designated by the entity to receive important legal documents on behalf of the business. In essence, the registered agent is the mailbox for the entity.
Why is a Registered Agent Required in West Virginia?
A registered agent is optional when forming a West Virginia LLC, corporation, LLP or LP. This appointment can first be 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.
The details of a registered agent are formed under West Virginia Statutes §31B-1-108 (LLC) and §31D-5-501 (corporation) which say entities may continuously maintain a registered agent and registered office within the state. The agent would typically 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.
What happens if you don’t have a Registered Agent?
The main benefit of having a registered agent is to receive Service of Process on behalf of the business. Service of process refers to the delivery of legal documents, often a summons, subpoena or lawsuit filed against a business entity. If the primary listed contact for the entity doesn’t receive these documents in the case of a lawsuit, the company could be sued and not be able to defend itself.
Who can be a Registered Agent in West Virginia?
A registered agent in West Virginia can be any resident of the state who is 18 years or older, a registered West 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 address (often referred to as a registered office or principal office) in the state of West Virginia. This can be your home address, the address of an accountant or attorney, the address of the business, or a registered agent service. Basically, any physical address in the state may be used with the exception of PO Boxes and mail drop services are not acceptable, since someone has to be available to sign and accept documents.
Can I be my own Registered Agent in West Virginia?
Yes! Any individual, owner, member, officer, director, etc of a business entity that meets the above state requirements can be a registered agent.
Why use a Commercial Registered Agent Service?
Provided one of the members or officers live in West Virginia, it is often more convenient and less expensive to act as your own agent rather than hiring a service. While this is the route many businesses take, there are a few reasons to consider hiring a service.
- Privacy – The address of the registered agent 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 always the remote possibility a vindictive litigant or upset customer showing up at your house.
- Availability – West Virginia requires the registered agent be available at the principal address during normal 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 will have 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.
- Annual Notices – Registered agent services provide reminders on the state requirements such as annual report filings.