How to Get a Registered Agent in Virginia

Virginia law requires every limited liability company and corporation to have a registered agent. Think of this agent as a point of contact for your company. They’re responsible for receiving and processing essential documents, such as the service of process related to lawsuits.

This guide will define what registered agents do, why you might work with a third party, and how to elect or change your registered agent.

Key Takeaways

• A Virginia registered agent can be a member of the Commonwealth, a company or corporation, or a member of your business.

• Registered agent services provide increased privacy, access to expertise, and more control over your business.

• You can elect or change your agent with the Virginia State Corporation Commission online, by mail, or in person.

What Is a Registered Agent?

A registered agent is an individual or business entity that serves as the point of contact for your company. They receive critical legal documents, such as service of process, and handle all communication between your business and the state of Virginia.

Communications with the state of Virginia include documents related to your certificate of good standing and your Virginia annual report. A registered agent must receive these documents and promptly forward them to the business owner. Regarding legal documents, some agents also provide related advisory services.

Registered Agent Responsibilities

Beyond their responsibilities related to legal documents, annual reports, and corporate filings, registered agents have several core responsibilities:

• Maintain a physical street address for use as a registered office

• Follow regular business hours to ensure availability to receive critical documents

• Consent to placing the address on the public record with the Virginia State Corporation Commission

The last responsibility is crucial because it may influence your choice between using a third-party agent or acting as your own agent. Placing an address on the public record means everybody in Virginia can access it. This situation can lead to privacy concerns, as we’ll detail later.

Choosing Your Virginia Registered Agent

There are two things you must consider when choosing your registered agent:

1. Ensure the agent meets the requirements set out by the state of Virginia

2. Decide whether you wish to act as your own registered agent or work with a third party

Virginia Registered Agent Requirements

Your Virginia registered agent must have a physical address in the state that can serve as a registered office. This address goes on the state’s public record. It is the location where the agent receives the essential documents related to your limited liability company (LLC) or corporation.

The rules related to who can become a registered agent are more complicated. Three types of individuals or entities can act as registered agents.

An Individual Who Is a Member of the Commonwealth

According to Virginia law, a member of the Commonwealth can act as a Virginia registered agent in any one of the following circumstances:[1]

• A member or manager of your LLC

• A member or manager of another LLC that is also a member or manager of your LLC

• A director or officer for a corporation that is a member of your LLC

• A general partner of a limited or general partnership that is a member of your LLC

• A trustee for a trust related to your LLC

• A member of the Virginia State Bar, whose registered office is the same as their business address

A Company or Corporation

Virginia allows any domestic or foreign LLC, limited liability partnership, stock corporation, or nonstock corporation to act as a registered agent. But there are criteria the company must meet to serve as an agent:

• It must be in good standing and authorized to transact in Virginia

• It may not also serve as its own registered agent

• It must elect an individual, in writing, to serve as the agent

A Member of Your Company

When submitting the formation documents for your corporation or LLC, you may elect an officer in your company to act as your Virginia registered agent. Again, there are conditions attached:

• Must make themselves available during regular business hours

• Must commit to making a photographic copy of any notices they receive at the point of receipt to provide to the person serving the notice

• Can be any employee other than a manager or member of the LLC

Can I Be My Own Registered Agent in Virginia?

As stated, Virginia law allows a member or manager of a company to act as their own registered agent. You can also elect an officer of your company to serve as your registered agent, essentially bringing the agent’s duties in-house.

There are advantages to serving as your own registered agent:

• Receive all legal documents and notifications directly at your office address

• Reduce costs by not hiring a third party to serve as your registered agent

• Simplify processes with documents going through fewer barriers to reach you

While these benefits may seem attractive, there are several drawbacks to serving as your own registered agent:

• Staying open during regular business hours

• Placing your office address on the public record so anybody in Virginia can access it

• Sifting through mail to find essential documents and notifications

• Needing the expertise required to act as your own registered agent

Benefits of a Third-Party Registered Agent

Though you can reduce costs if you serve as your own registered agent for your LLC or corporation, many companies use a third party.

A registered agent service, such as Swyft Filings, offers several key benefits compared to serving as your own agent.

1. Expert Point of Contact

Many of the documents your business receives are complex and require expertise to decipher. For example, a service of process is a legal document you may not be equipped to handle on your own.

The best Virginia registered agent services recognize the importance of these documents and ensure they’re forwarded to your business. Furthermore, they understand the documents and can advise you on what to do upon receipt.

In other words, you gain access to the point of contact offering expertise you may not have inside your company. As such, a third-party LLC registered agent can act in an advisory role and fulfill its regular duties.

2. Private Office or Home Address

Privacy is essential when operating a business.

For example, imagine the embarrassment resulting from receiving a service of process in front of your client. Alternatively, those working from home may experience a constant deluge of junk mail from marketers directly to their home addresses.

Neither is a desirable situation.

A third-party registered agent ensures privacy for your business by acting as a barrier between it and other entities. Your agent receives sensitive documents on the business owner’s behalf, ensuring you don’t face embarrassing or inconvenient situations.

3. Good Standing With the State

When you form a business in Virginia, you receive a certificate of good standing. One of the conditions of receiving that certificate is to designate a registered agent for the company.

That’s the easy part, especially if you designate yourself as your own agent.

However, complications can arise at various points. For example, you may change your business address or move home after designating your home address as your registered office.

In both situations, you need to inform the state of Virginia that you’re changing your address. Failing to do so means your business falls out of good standing with the state.

A third-party registered agent service understands this issue and ensures its registered address stays consistent. Even if the agent moves offices, they know the law well enough to change their registered address ahead of time. This ensures your company remains in good standing.

4. Control Over Business Hours

Maintaining regular business hours is tricky for many types of businesses. Any company that operates mainly during the evenings or at night doesn’t keep these hours. Neither does a business owner who travels for work or somebody who sets their own hours while working from home.

You get a registered address with a third-party agent that stays open during regular business hours. Thus, your agent is always available to receive essential documents on your behalf. Again, staying open during business hours also helps keep your business in good standing.

How to Set Up Your Virginia Registered Agent

Whether you’re a budding entrepreneur starting a new business or an experienced Virginia LLC owner, you need a registered agent.

Business owners need to know the processes for electing a new agent. They must also know what to do if they have to change their registered agent.

Electing a Virginia Registered Agent

There are three main business types to consider when selecting a registered agent:

• Limited liability company (LLC)

• Corporation

• Nonprofit 

Each has different filing methods and formation documents to follow when selecting an agent. Thankfully, there are some commonalities between the three.

You have the option of filing your documents in person or by mail. Should you choose this option, all documents go to the following address:

Virginia State Corporation Commission

Clerk’s Office

P.O. Box 1197

Richmond, VA 23218-1197

Your company also has the option of filing its formation documents online. You can do this via the Virginia State Corporation Commission website after setting up an account.[2]

Electing a Registered Agent for a Virginia LLC

You must complete Article II of Form LLC1011: Articles of Organization to elect a registered agent for an LLC.[3] The form requests your agent’s name and contact information, including their physical address.

You can submit the form online or via mail and must pay $100 in state fees.

Electing a Registered Agent for a Virginia Corporation

Corporations elect their registered agents using Article III of Form SCC619: Stock Corporation Articles of Incorporation.[4]

There are two filing fees to pay alongside this document.

The first is a standard $25 fee that all corporations pay upon submission. The second is a charter fee that varies depending on your corporation.

Any corporation with up to one million authorized shares pays a charter fee of $50 for every 25,000 shares. That means a corporation with one million shares pays charter fees of $2,000 on top of the standard $25 filing fee.

A corporation with over one million authorized shares pays a standard charter fee of $25,000.

Again, you can file by mail or online.

Electing a Registered Agent for a Virginia Nonprofit

Virginia nonprofits must complete Form SCC819: Nonstock Corporation Articles of Incorporation, electing their registered agent in Article IV.[5]

Filing this form online or via mail costs $25. Plus, you pay a charter fee of $50.

Changing a Virginia Registered Agent

You must file a form with the Virginia State Corporation Commission whenever you elect a new registered agent for your Virginia LLC or corporation. The same applies if your existing agent wishes to change their registered address.

Thankfully, this is a simple process that you can complete online. You can change your registered agent information on your Virginia State Corporation Commission account.[2]

The website also has an online request page with a form allowing you to request a change.[6] You don’t have to pay any state fees in Virginia when changing your registered agent.

FAQs

Who can be a Virginia registered agent?

Individuals and business entities can serve as registered agents in Virginia if they meet the state requirements.

How much does a registered agent in Virginia cost?

The cost of third-party registered agent services varies depending on the provider.

How can I change my registered agent in Virginia?

You can change your registered agent by altering your business information using the Virginia State Corporation Commission website.

How can I find a registered agent in Virginia?

The Virginia State Corporation Commission website maintains a Business Entity Search database you can use to find registered agents in the state.[7]

What is a Virginia registered office?

A registered office is the Virginia business address a registered agent uses to receive mail on behalf of your organization.

What’s the difference between a registered agent and a resident agent or statutory agent?

In most cases, there’s no difference between registered, resident, and statutory agents. The terms act as synonyms for the same role. However, a resident agent can also be authorized to act on behalf of a property despite not being the property’s owner.

What is a registered agent service?

A registered agent service is a third party that fulfills the registered agent requirements on behalf of the business. Swyft Filings offers a reliable registered agent service that maintains your privacy, provides immediate access to vital documents, and gives you more time to focus on your business.

Bibliography

1. Virginia’s Legislative Information System. “Code of Virginia - § 13.1-1015. Registered Office and Registered Agent.” Accessed December 20, 2022.

2. Virginia State Corporation Commission. “Clerk's Information System - Account Creation.” Accessed December 20, 2022.

3. Virginia State Corporation Commission. “Articles of Organization of a Virginia Limited Liability Company (LLC).” Accessed December 20, 2022.

4. Virginia State Corporation Commission. “Articles of Organization of a Virginia Stock Corporation.” Accessed December 20, 2022.

5. Virginia State Corporation Commission. “Articles of Organization of a Virginia Nonstock Corporation.” Accessed December 20, 2022.

6. Virginia State Corporation Commission. “Forms Request.” Accessed December 20, 2022.

7. Virginia State Corporation Commission. “Clerk's Information System - Business Entity Search.” Accessed December 20, 2022.