Virginia Registered Agents
Every business entity legally authorized to transact business in Virginia is required by state law to designate a registered office and a registered agent within the Commonwealth. This designation is required beginning at the time the business forms in the case of a domestic entity, and is required at the time any foreign entity becomes authorized to transact business in Virginia. Thereafter and so long as it continues to do business here, the entity must continuously maintain a registered agent and office.
The purpose and duty of the registered agent is to accept service of any process, notice, or demand served on the business entity, and to forward those documents to the business entity at its last known address. Any process, notice or demand served upon the registered agent is deemed to be served upon the business entity. This legal notice of the documents served upon the registered agent is treated as if the business owner received actual notice of such documents so served. Consequently, service on the registered agent directly binds the business entity as if the entity had received actual notice.
To appoint any party as a registered agent, the business entity must have the consent of the party to be so listed. Registered agents must be residents of Virginia, and in addition, must either be:
(a) a member of the Virginia State Bar,
(b) a person designated as part of the business entity’s management team (ie. a partner, member, officers or director), or
(c) another Virginia business entity or a foreign business entity that is authorized to transact business in Virginia, excluding any business entity from serving as its own registered agent.
The business entity can only designate one registered agent (a permissible person or business entity) to serve as its registered agent at any given time, but can change its registered agent freely by appropriate notification to the State Corporation Commission (SCC). Whenever a registered agent changes his or her address, dies, resigns, or ceases to satisfy the requirements of the code in qualifying as a registered agent, the business entity must file a new statement with the SCC notifying the SCC of a new designation of a registered agent and/or office.
Given the nature of the process, notice, or demands being served upon registered agents and the related potential impacts to a business entity, the Virginia Code well-serves the interests of domestic and foreign business owners where it points to attorneys as appropriate for this role. Because of the considerations involved in and after receiving such notices, involvement of an attorney at this initial stage of communication often benefits business entities in quickly ascertaining impending obligations and available courses of action. Among our practice areas, Shenandoah Legal Group, P.C. provides service as a registered agent to both domestic and foreign business entities seeking to do business in the Commonwealth.
References for requirements to appoint a registered agent:
1. For Stock Corporations see Va. Code § 13.1-634.
2. For Nonstock Corporations see Va. Code § 13.1-833.
3. For Foreign Corporations see Va. Code § 13.1-763 (Foreign Stock Corp) and § 13.1-925 (Foreign Nonstock Corp).
4. For LLC’s (domestic and foreign) see Va. Code § 13.1-1015.