If you own a business entity in Virginia that is required to register with the State Corporation Commission, you must name a registered agent when you file your formation paperwork.
Business owners are allowed to act as their own registered agents if they meet all the qualifications, and many of them do so to avoid the cost of contracting the service. While you might save a little money being your own registered agent, it’s important to understand what your responsibilities will be if you do.
What is a registered agent?
A registered agent has one primary responsibility: to receive official documents on behalf of the business entity it represents and forward them to the designated person at the business.
Registered agents receive documents, including the following:
- Federal and state correspondence
- Corporate filing notices
- Tax and regulatory notices
- Subpoenas
- Summonses
- Notice of a lawsuit against the company
In Virginia, the name and address of your business entity’s registered agent is published on the State Corporation Commission’s website. It is public information. Anyone can search the SCC’s business entity database.
Joyce & Bary Law serves as the registered agent for many of our business clients. When we help clients set up their businesses, they often ask us to name the firm as registered agent from the very beginning.
Who can be a registered agent?
All states have requirements that registered agents must meet. In Virginia, a registered agent must:
- Be a Virginia resident (if an individual) or have a physical business address in Virginia (if a third party firm)
- Be available during normal business hours
In addition, registered agents in Virginia must meet one of the following qualifications:
- Be a member of the Virginia State Bar
- Be a member of the business entity’s management. For example, an officer of a corporation or a member of an LLC could serve as the entity’s registered agent.
Third-party business entities, such as law firms or commercial registered agent services, may also be listed. However, a business entity may not serve as its own registered agent.
Which business entities must name a registered agent?
If your business entity must be registered with the state, you must name a registered agent. In Virginia, LLCs, corporations, and limited or limited liability partnerships are required to have a registered agent.
Can I be my own registered agent?
Yes. As long as you meet the requirements, you can serve as the registered agent of your own business entity.
While the registered agent’s role isn’t that complicated, there are some drawbacks to acting as your own registered agent, including:
Privacy
Remember: The registered agent is the individual or entity that would receive notice of a legal action if you were ever sued. If you or someone else in your business serves as the registered agent, you run the risk of the sheriff showing up to your business — or your home if you use your home address as your business address — to serve you in front of customers, clients, co-workers, or even your children.
In addition, if you run a home-based business and act as your own registered agent, your home address will be the one listed in the SCC database and on other publicly available legal documents. For some people, that’s a serious concern.
Availability
Registered agents are required to be available during normal business hours to receive legal documents. This can be a problem if your work hours are irregular, you don’t work in a fixed location, or you are frequently away from your office. Not being available can lead to penalties for your business.
Responsibility
As a registered agent, you are responsible for ensuring that legal documents are received and properly handled, which is a significant responsibility. Of course, the hope is that your business will not be sued and most documents received by the registered agent will be routine — annual registration notices, for example. But even failing to act on routine paperwork can put your business at risk, and oversights can be costly to correct.
Can Joyce & Bary Law act as my registered agent?
Yes! Our law firm handles registered agent responsibilities for many clients. An added benefit is that those clients have already established a relationship with us, so if something does come up — one of their businesses is served with a lawsuit, for example — they don’t have to spend critical time looking for an attorney to help them respond. We’re already in the loop and ready to help. Contact us today to learn more about our business-related legal services.
