Think of all the people you communicate with regularly to run your LLC. Business partners, employees, banks, lawyers, and financial advisors all probably come to mind. But what about the commonwealth? It may not be at the top of your list, but running a successful LLC in Virginia requires consistent interaction with the commonwealth.
Formation documents, business information changes, lawsuits, professional licenses, and Annual Registration Fees – all of these (and more) require you to work with commonwealth agencies. The good news is that you don’t need to do it yourself.
Introducing the registered agent. A Virginia registered agent is an intermediary for your LLC, a person or company that handles your communication with the commonwealth. They’re a vital part of any LLC’s success. Before you file your Articles of Organization, you’ll need to have a designated registered agent. How? Why? Who? Read on to find out.
What is a Virginia Registered Agent & is it Necessary?
It’s impossible to form an LLC or do business in Virginia without first having a registered agent on file with the State Corporation Commission. This is required by law and the penalties can be serious. Maintaining a registered agent doesn’t just keep you in good standing. It also provides an important service.
Think of your registered agent as your ambassador to the commonwealth, handling all your LLC’s important legal, tax, and compliance information. This can either be an individual, company or registered agent service, as long as they meet Virginia’s agent requirements and consent to the appointment.
As soon as they’re appointed, your registered agent must be consistently available in Virginia to receive and act on mailed documents and service of process. Let’s take a look at what the Virginia State Corporation Commission has to say:
And be careful to maintain a valid registered agent at all times. The commonwealth will dish out some hefty penalties if they catch your LLC operating without one, the worst of which is administrative dissolution.
What are the Requirements of a Registered Agent?
You can’t grab just anybody you meet to serve as your registered agent. Rather, you need to follow Virginia’s specific guidelines, which state that your agent must:
- Be an individual resident of Virginia or a corporation authorized for business in Virginia.
- Have a physical address in Virginia (P.O. boxes not allowed)
- Have a mailing address in Virginia (can be the same as the physical address)
- Be either part of the LLC’s management/leadership or a member of the Virginia State Bar.
You can even appoint yourself, provided you meet these requirements. However, an LLC can’t serve as its own agent. Below you’ll find the registered agent section from the Articles of Organization. Be sure to fill it in with valid agent information; otherwise, your application will be rejected.
When you’ve got potential options for your registered agent, review each one to confirm that they meet these requirements. If they do, you’re good to go! If not, you’ll need to keep looking.
Who can be a Registered Agent in Virginia?
Virginia’s registered agent requirements are pretty broad, so you’ll have no shortage of options. On top of that, your agent can be either an individual or a professional service. But think carefully before choosing, because each option has its own pros and cons. Let’s take a closer look.
You may choose to appoint a single person as your registered agent. Some LLC owners take on registered agent duties themselves. Others appoint one of their partners or managers. Some will even appoint a family member. As long as the proposed agent fulfills the commonwealth’s requirements, they’re a valid option.
In addition to being a Virginia resident, your agent must not currently be establishing residency or receiving benefits in another state, even if that residency is still forthcoming.
Some smart registered agent choices include attorneys, accountants, or other LLC partners, people who understand the ins and outs of business operations.
- Convenience – Having familiarity and mutual trust with your registered agent is extremely beneficial, and appointing an acquaintance can provide both. Plus, you’ll always know how to contact them.
- Cost – Hiring someone you know often won’t cost a dime. It’s certainly cheaper than a professional service.
- Scheduling – Part of a registered agent’s duty is being consistently available to receive mailed documents and service of process. If your agent goes on vacation or moves away, it will throw a wrench in your plans.
- Punctuality Risks – Some commonwealth communications and filings are very time sensitive. If your agent is unavailable when documents are delivered, it could slow down the entire process and put you at risk for late fees and penalties. Even worse, a friend or family member could lose or misplace a document. So if you’d rather not interrogate Aunt Louise about the location of a particular tax form, you might consider using a registered agent service instead.
Registered Agent Service
If safety and reliability is your goal, hire a registered agent service. A business acting as your registered agent must be either a domestic entity in Virginia or a foreign entity who has foreign qualified in Virginia.
- Privacy – Some documents delivered to your registered agent will contain sensitive information. Do you want details about your lawsuit or taxes lost out there in the world? Definitely not. A friend or family member might misplace these documents, but a professional service will not. Plus, in Virginia, all registered agent names and addresses are available to the public. This might make an individual uncomfortable, but hiring a company will keep this personal information off the record.
- Reliability – Handling and processing time-sensitive documents is a registered agent service’s specialty, its area of expertise, its main game. Hire a professional service and you can be sure that your filings will be submitted properly and punctually, so you’ll never have to deal with late fees or other penalties.
- Location – Many registered agent companies offer service in most or all 50 states, so if business is booming and you decide to expand outside Virginia, you won’t need to find a new agent for each state.
- Cost – There’s no getting around it – hiring a service costs more than appointing an individual who’s willing to do it for free. However, for a reasonable price (roughly $100/year), you’ll receive premium services. Taking your car to a mechanic costs more than letting your neighbor try to fix it, but the mechanic gives you peace of mind that the job will get done right, and that may very well be worth the cost.
All of the other steps in the LLC formation process will keep you busy, but take some time to ensure you find a registered agent that fits with your business model, goals, and values. Do this, and your LLC will reap the benefits for years to come.
How to get a Free Registered Agent in Virginia
Here’s a pro tip: you can get the reliability of a registered agent service and the cost-effectiveness of an individual. The best of both worlds. When you hire certain LLC services to start your business, they’ll throw in free registered agent service.
How it Works
Hire a company like IncFile or Northwest Registered Agent to form your Virginia LLC. In addition to taking care of your Articles of Organization and other formation requirements, they will automatically include a registered agent. It’s a great two-for-one deal.
And an LLC service is pretty affordable – $100 for the Virginia LLC formation fee, plus a $49 or $79 service fee. That’s great value for the number of benefits you receive. Some services will even cover and consolidate your LLC formation costs.
Take this route and you’ll sweep all formation paperwork and registered agent duties off your plate. Plus, to keep track of everything, these services provide user-friendly online dashboards, so you can follow everything they’re doing to keep your LLC in good standing.
Registered Agent Changes and Resignation
You may have a wonderful registered agent, someone who takes care of everything efficiently and who you trust completely. But you know what they say: all good things must come to an end. At some point in the life of your LLC, you may need to change your Virginia registered agent. Here’s how.
Create an account on the SCC eFile portal (if you don’t already have one). Then, in the Registered Agent section, choose “Registered Agent Change” and follow the instructions. And, just like that, you’ll have a new agent on file.
It’s also possible to file using a hard copy form, although this method is more complicated. On this page, you can request a paper form, which you’ll complete and mail to:
State Corporation Commission, Office of the Clerk
P.O. Box 1197
Richmond, Virginia 23218-1197
The good news is that both methods are free, so there’s no need to include payment.
There are a number of reasons you might need to file for a change, but the most common is a registered agent’s resignation.
Don’t worry, there most likely won’t be a situation where you’re suddenly left without a registered agent. This is because after your agent submits a Statement of Resignation, the commonwealth requires them to retain their role for 30 days, giving you time to find and appoint a replacement. But be quick about it, because your LLC will be administratively dissolved if it spends more than 30 days without a registered agent on file.
Have Questions or Concerns?
This guide contains almost everything there is to know about Virginia registered agents. However, you might have a unique situation that requires additional information. Reaching out to the Virginia State Corporation Commission is easy, and they’ll have the answers you need. Here’s how to go about it:
Visit Their Website
The State Corporation Commission website is packed full of great information on all aspects of the LLC formation process, including registered agents. You might find this FAQ on registered agents particularly useful.
Give Them a Call
Although you might prefer to speak with a person, in which case, reach out to their Richmond office at 804-371-9733.