Business owners often choose to form limited liability entities (most usually corporations or limited liability companies) to protect their personal assets from business liabilities and to provide certain tax benefits. These entities are created through an official state filing. In Virginia, the manner in which a limited liability company or corporation protects the personal assets of its owners is that the entity is a legal person. In other words, it is the entity which is conducting the business–not its owners. Its directors, managers, and/or employees, as the case may be, cause it to act through the principal known as agency. To obtain official documents or legal process, the corporation or limited liability company must have an agent designated for such purpose who is registered with the State Corporation Commission to do so.
Each Virginia corporation and liability company and each foreign corporation and limited liability company authorized to conduct business in Virginia must have a registered agent with a registered office in Virginia. (See Virginia Code Sections 13.1-634;13-1-763 and 13.1-1015).
In the case of corporations, the registered agent can be an officer or director of the corporation who is a resident of Virginia and whose business office is identical to the registered office. The registered agent can also be a member of the Virginia State Bar whose business office is identical to the registered office. For limited liability companies the registered agent can be an individual who is a resident of Virginia and one of the following: (a.) a member or manager of the limited liability company; (b.) an individual who is a member or manager of another limited liability company which is a member of the limited liability company in question; ( c.) an officer or director of a corporation which is a member of the limited liability company; (d.) a general partner of a general or limited partnership which is a member of the limited liability company; (e.) a trustee of a trust which is a member of the limited liability company or (f.) the registered agent can be an attorney licensed by the Virginia State Bar whose business office is identical to the registered office.
Failure to maintain a Registered Agent can result in loss of corporate or limited liability company status. Additionally, if a responsible party is not available to receive service at all times, then your company could be unaware of a legal claim and a judgment may be entered against it.
Foreign companies which do not have any officers, directors, managers or members with offices in Virginia however must appoint a registered agent with an office in Virginia such as a lawyer of the Virginia State Bar to provide registered agent services. Many owners of smaller businesses who have an office in Virginia may choose to serve as their own registered agents. However, business owners in Virginia may want the services of a member of the Virginia State Bar. It can provide peace of mind and many conveniences. It allows the business owner the freedom to be away from the office. It provides a layer of privacy, protecting you from being served with a legal proceeding in front of customers, clients, vendors or neighbors. This can be especially true in the case of home operated businesses who do not want to be served with a law suit in front of guests or relatives. Having an appointed registered agent also allows the business the freedom to change locations as your company grows, without filing change of address with the state each time. Additionally, many entities such as non-profit corporations and home owner associations change officers and directors each year. With the change in officers and directors, the organization must file for a change in registered agent or risk losing its status or being sued without having an opportunity to respond.
The registered agent serves a critical purpose and is an important part of protecting your corporate status and your company’s future. If you are in Virginia, you can do it yourself but the risk and inconvenience is not really worth the minimal cost involved. The Van Gils Law Firm charges just $125.00 per year to serve as registered agent for Virginia corporations and limited liability companies or for foreign corporations and limited liability companies authorized to transact business in this Commonwealth.