Having a registered agent is required by law when forming a limited liability company (LLC) in Virginia. But what, exactly, is a registered agent? Below we’ll explain what the registered agent is, their duties, and the requirements to be one.
What is a Virginia Registered Agent?
A registered agent is an individual or business that is designated by the owners (members) of an LLC to receive important legal documents on behalf of the company. This position is crucial to ensure that the correct people within an LLC are notified in person when there are time-sensitive events, such as service of process for lawsuits. The agent also receives important notices from the state, such as garnishment notices against employees, notices of the annual report due dates, and tax notifications.
Who can be a Registered Agent in Virginia?
According to Virginia law (Va. Code Ann. § 13.1-1015(A)), an LLC must continuously maintain a registered office (which may be the same as any of its places of business) and registered agent in Virginia. The registered agent may be:
- an individual Virginia resident with the same business office as the LLC’s registered office who is a member or manager of the LLC, a representative of an entity that is a member (for example, a corporate officer or director), or a member of the Virginia State Bar;
- a Virginia or authorized foreign (out-of-state) stock or nonstock corporation, LLC, or registered limited liability partnership with the same business office as the LLC’s registered office that has designated in writing one or more natural persons to always be present at the registered office to accept service of process; or
- a Virginia resident who is an officer of the LLC that is available (personally or through another designee) during regular business hours at the registered office to accept service of process.
An LLC may not be its own registered agent.
Should you be your own Virginia Registered Agent?
Although it may seem like the easiest and cheapest option is to be your own registered agent, there are some compelling reasons to use a registered agent service instead, such as:
- Availability – A registered agent needs to be available at the principal address during regular business hours. This makes it hard to leave the office to run errands, meet up with potential clients, take a sick day, etc.
- Avoiding Embarrassment – If you serve as your own registered agent and a lawsuit is filed against the business, you could have legal papers served to you at your office in front of clients. You may not want your clients and employees hear “You’ve been served.”
- Compliance Reminders – Some registered agent services (like ZenBusiness) provide reminders of upcoming state compliance requirements, such as filing annual report filings. Forgetting compliance obligations can lead to trouble with the state of Virginia.
- Penalties and Fees – By not continuously maintaining a registered agent, the LLC may be responsible for fines and other penalties, including having the state of Virginia dissolve your LLC.
How is a Registered Agent Appointed in Virginia?
You must name your registered agent when you complete the official paperwork with the state to form your LLC, so you need to decide who your registered agent or registered agent service will be before beginning that process. Of course, you need to inform whomever you’re appointing and get their permission before appointing them.