A well-intentioned government functionary experiencing the frustration of the bureaucratic runaround in a dystopian world that never discovered the joys of registered agents.
If you have formed your own corporation or limited liability company in the United States, then you’ve likely come across the registered agent question. So what are they and what do you need to know? I’m glad (and a bit shocked) that you asked! Read on for some high-level FAQs.
Could you start off by boring me for a bit about the history of corporations and registered agents?
Sure! Even though we all understand at a certain level that corporations are people (with apologies and thanks to Mitt Romney), it’s worth thinking for a minute about what a corporation really is. Derived from the Latin words corpus (body) and corporare (to form into a body), corporations are intended to help groups of people work together toward a single purpose. But how have governments kept track of corporations and held them accountable? Part of that answer is the registered agent.
What’s the point of a registered agent?
They serve as a single point of contact for a corporation when it’s dealing with the government or with other official actions. By requiring a registered agent, the government ensures that the company will have official notice, or at least if not then it’s the corporation’s fault, not anybody else’s. As good as they are at doling it out, government does not want to experience the ‘bureaucratic runaround.’
What does a registered agent actually do?
Not much. Don’t just take my word for it. Here is Virginia law on the topic (bolding is mine): “The sole duty of the registered agent is to forward to the corporation at its last known address any process, notice, or demand that is served on the registered agent.” So this is not exactly a highly technical skill.
Who can serve as a registered agent?
Here in Virginia, the answer has three options, so long as the individual is a Virginia resident: (1) a senior member of the entity’s management structure, (2) a third-party company that is in the business of serving as registered agent, or (3) a member of the Virginia State Bar (i.e., any Virginia lawyer).
So do I really need a registered agent?
Yup, it’s a legal requirement for any and every business authorized to conduct business in Virginia. So all Virginia corporations (for-profit and nonprofit), LLCs, business trusts, limited partnerships, etc. as well as all foreign (non-Virginia) entities that have qualified to do business here. If you lead or own your company and live in Virginia, you absolutely can serve as your own registered agent. Alternatively, there are many companies that are in the registered agent business, and you can hire them for as little as $49/year. Here is a company I’ve used before and recommend (nothing in it for me if you use them).
What’s your pitch for serving as my registered agent?
Wow, thanks for asking! Whenever people ask me the registered agent question, I suggest they consider doing it themselves (FREE!) or hire a third-party like the one above (around $49/year). So why hire me? Well, many folks prefer to have an attorney on their team, and this is an easy way to have a Virginia lawyer keeping an eye out for you. It’s still pretty routine work, but if something comes up, you have someone like me around to help make a plan. I charge $100/year as a flat fee, and any legal (non-administrative) services would be in addition. Reach out by email if you have questions, and thanks for reading!