The Bushman Law Group

703.845.9070

Virginia Registered Agent

All stock or non-stock corporations (a/k/a C Corporation or a subchapter S), Limited Liability Company (a/k/a LLC, LC, PLLC, PLC), Limited Liability Partnership (a/k/a LLP, LP), or Registered Limited Liability Partnership (a/k/a RLLP, RLP) organized, incorporated, formed, or filed in Virginia (a domestic entity), or similarly in another state and wishing to transact business in the Commonwealth of Virginia (foreign entity), need a registered agent and a registered office.

A registered agent can only be an officer or director of the corporation (a member if an LLC, or a partner if a LP) and they must reside within the Commonwealth of Virginia. To be a resident of the Commonwealth, an individual must be domiciled in Virginia or maintain a place of abode within any Virginia city or county for more than 183 days. In addition, the registered office must be the business office of the registered agent and not the residence of the Virginia registered agent (unless the "home business" has the proper zoning and local ordinance approvals). Furthermore, the address of the registered office must be a street address. In limited circumstances, a rural route and box number may be used, if no street address is associated with the registered office's location, or for towns/cities that have a population of 2,000 or less.

If your company does not have an officer, director, member, or partner residing in the Commonwealth of Virginia with a business address, than there are two options: A company that is registered with the Virginia State Corporation Commission formed for the purpose of serving as a registered agent or a Member of the Virginia State Bar.

The sole duty of the registered agent is to forward to the company, at its last known address, any process, notice, or demand that is served on the registered agent. A notice or demand does not need to be a legal document filed with the court, but is usually a letter to the entity.

To understand the definition of "process," first, understand that a legal proceeding begins by an individual (or an entity) filing a document that is a civil action (formerly, a motion for judgment, bill of complaint), a motion for contempt, rule to show cause, unlawful detainer, suggestion, and even a subpoena and requesting that the clerk of court, where the plaintiff filed the document, to prepare the documents for service by the sheriff or a private individual who has no interest in the subject litigation. The documents once filed and requested to be served upon the defendant are then referred as "Process."

The Sherriff retrieves the Process from the Clerk and then will deliver the Process on the Defendant in strict accordance with Virginia statute. For a Corporation, the sheriff can serve by personal service any officer, director, or registered agent of the corporation. If the Sheriff successfully serves the process, the sheriff will file a return with the court noting the date service was made and the manner. If the Sheriff attempts service, but is unable to serve the statutory required individuals, the Sheriff will file a return with the court that service was not made.

When the Sheriff files a return that service cannot be made, then service can be made on the Secretary of the Virginia State Corporation Commission (for a foreign entity). The Secretary upon receiving the process will mail the process to based on the information filed with the Virginia State Corporation Commission. The Secretary then files with the court the date of its action and this will constitute service of process.

When an entity is served with process in the Commonwealth of Virginia, the company has twenty-one (21) days to file a responsive pleading. A responsive pleading can be a demurrer, plea in bar, motion in abatement, an answer, or other defensive pleading. Failure to file a responsive pleading may lead the plaintiff to file for a default judgment.

The importance of having a registered agent is to decrease the probability of a default judgment. If a company's registered agent cannot be found, is not in operation during normal business hours, is a shell corporation, then the Defendant company exposes itself to a substantial risk of a default judgment. A default judgment is not a simple task to set aside in Virginia, and may lead the company to such a drastic result as to not even be heard on the issue of damages.

A company that chooses to hire a member of the Virginia State Bar as a registered agent has a number of distinct advantages. First, an attorney licensed to practice in Virginia can provide legal advice. In other words, an attorney can read the complaint, explain its significance, explain the law, explain options, and file documents. With only twenty-one days to file a responsive pleading, the advantage to having an attorney serve as your registered agent is to be prepared and take advantage of what little time a company has to file a pleading. Second, a licensed attorney is licensed by the Virginia State Bar an entity that regulates attorneys. Third, although not mandatory in Virginia, an attorney can protect its clients by purchasing mal-practice insurance in the event that any legal advice is below the proper standard of care.

Joshua E. Bushman is happy to serve as your registered agent. He is a Member of the Virginia State Bar and meets all other requirements. Joshua E. Bushman is a general practitioner and regularly appears before the courts in the Commonwealth of Virginia. Joshua E. Bushman will assist your company in completing the forms and arranging for expedited service under certain circumstances.

If Interested in hiring Joshua E. Bushman as your company's Registered Agent, the forms below can guide you with the process:

Virginia Companies desiring to change its registered agent:

The company must either request the proper form from the Virginaia State Corporation Commission by calling or make the change online using the SCC efile system.

Foreign Companies applying for a Certificate of Authority To Transact Business in Virginia:

The Bushman Law Group will help you understand the legal process and explain to you the different types of responsive pleadings that you may file. Legal advice at such a moment is invaluable. If you plan on doing business in Virginia make sure your business will be able to respond properly to any unforeseen dangers.