A registered agent in an individual designated by a business owner to receive legal documents on behalf of the entity.
Often, business owners choose to act as their own registered agents, or will choose their business attorney as their registered agent.
Regardless of who you pick, there are several important qualifications and responsibilities that you should be aware of regarding registered agents.
What is a Registered Agent?
By law, all Virginia businesses must designate a registered agent on their Articles of Organization.
As specifically noted by the Virginia Code:
The sole duty of the registered agent is to forward to the limited liability company or foreign limited liability company at its last known address any process, notice, or demand that is served on the registered agent.
Va. Code § 13.1-1015
In this fashion, a registered agent acts as the point of contact for the courts in cases where someone needs to serve legal documents to your LLC.
After all, businesses are not people, and you cannot provide "service" to an entity. Instead, the registered agent acts as the point of service for the business as a whole.
What do registered agents actually do?
Put simply, registered agents accept service on behalf of your business.
If you choose to outsource your registered agent (usually to a law firm or another business) that business may provide additional services related to this core duty.
For example, many third party services will assist you in incorporating your business, accept mail, service of process, and legal documents on your behalf, scan all of these documents into a central file management system, and generally provide basic clerical services relating to your business's operations.
Attorneys and other professionals in the legal field will often bundle these services with other services as well, such as contract review, consulting services, and more.
What are the requirements for being a registered agent?
The agent whom you appoint must meet certain requirements. Specifically, they must be:
- A Virginia resident;
- With a physical business address in the commonwealth; and,
- Available during business hours (to accept service).
In addition, registered agents must meet one of the basic qualifications listed in the Virginia Code. Examples include:
- A member of the Virginia State Bar;
- A member of the business entity's management team, such as a member or manager of the LLC, an officer or director employed by the LLC, or a trustee of a business trust.
In short, if you choose to appoint a Virginia resident as your LLC’s agent, they must be affiliated with your LLC as a member or manager by one of the extensions given above.
Virginia Registered Agent FAQs
Generally speaking, designating a registered agent is a "set it and forget it" step in the incorporation process, especially if you designate your attorney as your registered agent.
Why do I need a registered agent?
In most jurisdictions, failure to maintain a registered agent can make your business lose its good standing with the Virginia SCC, possibly resulting in the dissolution or revocation of your entity's legal status.
Put simply, all Virginia businesses are required to name and maintain a registered agent, and failing to do so could land you in hot water with the SCC.
Can I act as the registered agent for my own LLC?
Yes. As long as you meet the qualifications listed above, you can personally act as the registered agent for your LLC.
In fact, most businesses name either the business's founder or their attorney as the registered agent.
How do I elect a registered agent in Virginia?
When you submit your articles of organization to the Virginia SCC you'll have to name your registered agent on the paperwork.
If you need to change your registered agent at a later date, you can do so quickly and easily online using the Clerk's Information System.
Can my registered office be the same address as my business address?
Yes. The registered office is simply the place of business for the registered agent, and acts as a location where the registered agent can be served legal documents on behalf of the LLC.
For this reason, a P.O. box is not acceptable as a registered office address.
How much do registered agents cost?
Generally speaking, you should expect to pay somewhere around $100 to $300 for basic registered agent services.
Note, however, that many attorneys will simply include registered agent services as a part of a larger service package, such as if you choose to hire an attorney to help you incorporate your business.
Where can I learn about Virginia's requirements for registered agents?
There are numerous resources online, but the best place to start is probably the Virginia SCC's business FAQ page on registered agents linked below.
Our attorneys would also be happy to schedule a consultation with you to answer any questions you might have about the business incorporation process.
Key Takeaways
Make sure to keep your registered agent information up to date. In particular, your agent should always be available at their registered office during business hours.
The primary purpose of a registered agent is to accept legal documents on behalf of a business.
For this reason, the registered agent can be anyone directly related to the business (such as a member or manager) or anyone admitted to the Virginia Bar (such as the business's lawyer).
Importantly, most business attorneys offer registered agent services as a part of a larger business incorporation package, so it's usually wise to talk to your attorney about this topic when you discuss the overall registration process.
Further Reading
- 11 Ways an Attorney Can Help You Start a Small Business in Virginia
- How to Start a New LLC in Virginia [Checklist]
- How to Start a Business in Virginia: A 10-Step Guide
- Piercing the Corporate Veil and Virginia LLCs
- Virginia Limited Liability Company Taxes
Other Resources
- Va. Code § 13.1-1015. Registered office and registered agent. — This is the main law in the Virginia Code that explains what a registered agent is and the services they are required to provide to your business.
- Registered Agent, Registered Office, & Principal Office — A business FAQ page provided by the Virginia SCC to explain everything you'd want to know about registered agents in the Commonwealth.
