So you’re starting a business and realize you need a registered agent. The first question you might have is why?
The answer to this question is, at least in Virginia, a very simple one. The law requires it.
The purpose of a registered agent is to provide the public and the state a person to accept any process, notice or demand served on your business, which could be for a variety of purposes. A common reason is to accept mail from the Virginia State Corporation Commission when it comes time for annual filings. But perhaps a business deal has gone sideways and the other party needs to serve your company a complaint or other legal document. They would be required to serve your registered agent.
Who can be a registered agent?
Virginia has multiple statutes governing who can be a registered agent depending on the type of business entity. For simplcity, we will highlight corporations and limited liability companies here. There are many national firms that can be hired as registered agent and the main requirement is that they be registered to do business in Virginia. For those wanting a more personal connection or to handle being a registered agent in house, the following applies:
For a Corporation, the registered agent must be (i) a resident of the Commonwealth of Virginia; and (ii) either (a) an officer or director of the Corporation, or (b) an attorney who is a member of the Virginia State Bar. See Virginia Code Section 13.1-634.
LLC’s have a little bit more leeway when it comes to who can be the registered agent. For a LLC, the registered agent must be (i) a resident of the Commonwealth of Virginia; and one of the following:
- Attorney that is a member of the Virginia State Bar
- Member or manager of the LLC
- Member or Manager of a LLC that is the Member or Manager of the LLC
- Officer or Director of the Corporation that is a Member or Manager of the LLC
- General Partner of the general partnership or limited partnership that is the Member or Manager of the LLC
- Trustee of a Trust that is the Member or Manager of the LLC
Lastly, just a word of caution when making yourself the registered agent of your company. If your registered office is a single family residence (most likely your home address), you will be served at that address. Under Virginia Code Section 8.01-299, this means that any family member over the age of 16 or resident can accept service on your company’s behalf. If no one is home, service will be valid by posting on your front door or such other entrance that appears to be the main entrance. Therefore, if your business is served by posting and you don’t receive it because you’re out of town, you may be out of luck and looking at a default judgment. This is why we recommend that your registered office should never be your home address, and that you use a third party such as Bray Law, to be your registered agent.
Have questions or interested in having Bray Law serve as your registered agent? Please give us a call.